Webs of Deceit
by AnimeMaster24
Summary: After recruiting X-23, the X-Men go to New York to investigate Magneto's activities. The infamous Kingpin wants Magneto's knowledge of Project Rebirth, but can the heroes protect X-23 when HYDRA gets involved too? X-Men: Evolution and Spider-Man Crossover
1. Chapter 1

**Chapter 1: Revelations of the Mind**

Disclaimer: I do not own any Marvel Characters or concepts.

ANONYMOUS REVIEWS NOW ACCEPTED!

Deep underground in the bowels of an underground base, several people went about their business, working to develop new technologies that pushed the laws of science far beyond the boundaries of what the government would allow. While the activities they performed were highly illegal, it only mattered if they were foolish enough to get caught. Known throughout the world as HYDRA, their organization of rogue agents and spies worked towards their own questionable ambitions without heeding the law.

The room in which they worked was large, covered from ceiling to floor with metallic paneling with state of the art machinery occupying most of the space. To a normal person it would look like something out of a science fiction movie, but the researchers and agents that worked under the rule of the organization were all familiar with the technology they had obtained. Few people knew what purpose they worked to achieve, but crime was nothing new to them as a means of accomplishing a goal. The team of the organization's best scientists continued their work in relative silence.

Several hours passed until one of the workers glanced at his watch. "Sir!" he addressed the man sitting behind him. "I believe it is time…"

A lanky balding man with a thick mustache stood up from his place as he made preparations for what was sure to follow. He was a tall man about six feet tall in terms of height, pair of dark glasses concealed his scheming eyes from view, and he wore a large black lab coat which covered most of his body like an oversized shadow.

Walking over to the nearest computer, the head scientist typed in his personal security clearance codes, instantly granting himself access to the spy network's main database, which every piece of information their agents gathered was stored after they relayed the information to the main headquarters. Sadly there was very little of interest to add to his report, but such things were beyond his control.

Once he has finished compiling the miniscule amounts of data into something readable, he printed out and retrieved the documents. The head scientist took the newly printed report in his hands, the paper dampening very slightly as he his palms became sweaty. With a swish of his coat, the scientist swept from the room without so much as a backwards glance at his comrades and into the hallways.

It took him several minutes of traveling the dingy halls, but the man eventually made his way through the halls and found himself standing outside of a heavily enforced door. It must have been at least three inches thick, lined with chrome plating and several bolts holding the different layers of metal together. Engraved on the smooth surface of the door was a gruesome image like a skull with snake-like appendages protruding from the bottom… the insignia of their organization. A small line went through the center of the image, indicating the place where the doors would open.

He waited until the security door slid open, as if the person beyond the door had been expecting his arrival. Pressing the paperwork in his left hand against his chest, the scientist adjusted his glasses with his free hand before crossing the threshold into the room beyond. The next chamber was relatively spacious, it's metallic walls decorated with strange monitors of all different sizes and a few of the most powerful computer terminals for their leader's exclusive use.

The man ascended a set or stairs leading up to a platform where a large chair was situated almost like a sort of throne. Although the back of the chair was turned to him, he could see the top of his superior's head. Once he was standing within a few yards of the seat, the scientist cleared his throat in preparation.

"Pardon the intrusion, but I take it that you were expecting my arrival." He stated in a deep, emotionless drawl. "The report is ready, Madame Hydra… …"

A small sneer could be heard from the chair's occupant as it spun around to reveal a slender, shapely woman with dark hair, wearing a very unusual style of clothing. She was Madame Hydra, the supreme leader of the entire organization, and the mind behind their many operations. She eyed her subordinate with a critical expression before addressing him at last.

"Your daily reports do not interest me now." She replied with a slightly abrasive note hidden within. "That being said I will skip to the point of interest… Have our field agents been able to locate X-23 yet?"

The scientist used his index finger to adjust the collar of his lab jacket before shaking his head in response. "My apologies, but our efforts have proved ineffective in locating the target. Our agents caught up with her last month, but she avoided capture and seems to have consciously remained underground since then."

She looked slightly irritated by the news, but she seemed to keep her composure for the most part. X-23 had been created to be a weapon, yet the child had escaped and had been causing them nothing but trouble since then. Not only did she destroy one of the organizations air bases, but Madame Hydra herself had also been on board at the time, and the resulting explosion had almost killed her in the process. Even so, her survival had only been made possible by months of therapy after barely surviving the explosion.

Madame Hydra cast her minion a rather dismissive look as these memories floated through her mind. "Now that she knows of our continued pursuit, it is bound to be much more difficult to finish the job." The female tyrant explained with a sharp look. "We will have to double our future efforts to recapture this rogue experiment, an this time she will not escape."

Her subordinate knelt on one knee in an almost apologetic way. "But Madame, our forces were severely depleted after the destruction of that aircraft. Many of our best agents were also on board, and it is only by good fortune that you were able to return alive.

"It is of the utmost importance that we take back what rightfully belongs to us. The girl may be a failed experiment, but she possesses knowledge that would benefit out opposition were they able to get their hands on her." She insisted with a sharp expression.

The scientist straightened his glasses with a nervous expression as he felt a few beads of sweat running down his forehead. "Do you believe that SHIELD is still searching for her? We have been short-handed since the incident and are unable to carry out your wishes at this time."

His commander paused with an inscrutable look on her face as she considered the possibilities of what they could do. "I see… … …" she responded almost hesitantly. "Then perhaps this means that I will have to take more drastic measures."

Her head scientist leaned forward slightly. "With all due respect, what exactly do you…"

"That is none of your concern." She replied with note of finality. With a snap of her fingers, she gestured towards the exit. "You are hereby dismissed, now leave me!"

"Yes maim…" he replied with a small salute. Turning on his heel, the scientist descended the stairs and crossed the length of the room, disappearing from view as the gigantic door sealed shut behind him.

Madame Hydra swiveled her seat around so that she was facing the opposite direction, and pressed a button on the arm of the chair. A large monitor descended from the ceiling and positioned itself directly in front of her like a big screen television. She hesitated for a moment before positioning her hand over the control panel. The last thing she wanted to do was to ask him for help, but with her own forces incompetent and their numbers depleted she had few other choices right now but to turn to find someone else to do the job in their place.

She typed in a sequence of numbers and activated her communication system. The screen flickered for several seconds, but due to the incompetence of her scientists, the signal seemed weak and all she could see was static. After a minute or two, the screen turned black and she thought for a moment that the machine had gone dead, but the sound of moment coming from the speaker indicated otherwise.

"This is a secure line… Identify yourself immediately!" a faint voice echoed through the speaker.

Madame Hydra smirked. "That is of little importance to the likes of you, but I do wish to speak to your employer. I have some information that I believe may interest him greatly concerning a certain secret that he wished to get his hands on."

"One moment… … …" Came the reply.

It was awhile before anyone spoke again, but several minutes later the screen flickered again, revealing a large shadowed figure. Although she could not see his face, the leader of HYDRA recognized him as the man she wanted to address. He was a tall man of imposing stature, his basic build noticeably larger than the average man.

"So… It is you!" The man's voice was noticeably deeper than the first person she had spoken to. "I don't know why on Earth you would be contacting me, but my assistant claims that you know something that may be of interest."

Madame Hydra's expression did not change. "Rumor has it that you were once searching for the missing formula that the United States used to create Captain America during World War II."

"Perhaps, but I sincerely doubt that someone like you could their hands on a secret known by so few individuals… It is something lost to the ravages of time." The shadowed figure replied. "If you are finished wasting my time, I have other things to contend with at the moment."

The figure turned as if bored with the conversation, but she reacted quickly. "I know of someone who may have the secrets you desire!" she exclaimed.

He turned to face the screen once more. "And where would the likes of you possibly get your hands on this piece of information. Last I heard your organization was standing on one leg, so to speak. The once mighty HYDRA reduced to a lowly snake!"

Her patience appeared to be waning at this point. "You underestimate me… This information came from inside the main SHIELD headquarters itself. A certain individual managed to get his hands on equipment akin to that used in the creation of Captain America. The secret file we managed to obtain implies that this person might have used it on himself."

"Hmmm…" the man seemed to consider her for a moment through the shadows before speaking again. "Let us say for a moment that I am willing to cooperate with you. What exactly will this piece of information cost me?"

"I'm glad we understand each other." Madame Hydra placed he tips of her fingers together in an amused manner, her expression changing to one of amusement. "One of my most useful test subjects has proven crafty enough to elude my search attempts. I am currently unable to increase our search efforts due to recent difficulties therefore my offer is simple."

The shadowy figure on the monitor let out a small noise that indicated he knew what she was implying. "So you want me to use my resources to do what you cannot. In return you plan to give me the information that I desire."

Madame Hydra paused again, but nodded nonetheless. "This is assuming that you have what it takes to accomplish this feat. Even my best agents have been unable to recapture her. She is young, but very well-trained in the art of assassination and espionage."

"Hmmm… I will consider your offer, assuming you will give me the necessary information on this so-called experiment." he mused. "Of course, it is so important to your own endeavors, I may be inclined to keep her for myself."

"I shall send you the basic information in due time, but I assure you that the subject in question would have little value to you. There is also the matter of that information I have promised you… If by some chance you manage to detain the target, you will turn her over to me immediately in exchange."

The imposing figure seemed to agree, although it was difficult to see his features through the darkness. "Very well…" he replied, the volume of his voice increasing noticeably louder. "But should you attempt double-cross me, you will sincerely regret it."

With a flicker of static, the screen switched off, leaving the mistress of HYDRA lone once again. After a moment, her lips curled into an amused simper. "I'll bet…" she replied.

At the Xavier Institute

It was an ordinary day at the Xavier Institute of Gifted Youngsters, but due to the circumstances there were no sessions being held. The storm raging outside was particularly fierce, with gale-force winds and lightning making the conditions to dangerous even for the most daring individuals living on the premises. Living in a mansion it wasn't as if they were worried about survival, but the conditions were extreme.

The students had taken the day off and were currently wandering about the manor, attempting to find something to do amidst the restrictive conditions placed upon them. There were several people living there, yet despite the size of the building things always felt rather crowded for the most part. Having a house filled with super-powered teenagers was bound to be hard, especially on days like this when they were all trapped inside together.

Amidst the hustle and bustle caused by the students, a few people sat locked in the confines of their host's personal chambers. It was an elegant room with plush carpeting and a large fireplace, a few pieces of furniture scattered around a coffee table. A small number of bookshelves lined the side of the room, and at the very end of the room was an expensive-looking desk.

A bald man sat behind the desk in silence as his guests watched in interest, but said nothing for the moment. He was Professor Charles Xavier, a powerful telepath who had founded the institute years ago on the grounds that he would be able to help young mutants learn to except and use their powers properly.

The Professor had recently called a small meeting to address current issues of concern to him, and the people present consisted of his staff members, older mutants who worked to train the students that attended his special boarding school. Among them were his former students Cyclops and a red-haired woman named Jean Grey, both of which had graduated from Bayville High School as well as the institute less than a year ago. The couple sat on the couch in the center of the room, and appeared to be engaged in their own conversation for the moment.

The two large chairs near the ends of the coffee table were occupied by Beast and Storm, both of which were older members of the staff, and standing closest to the wall was a grumpy-looking man named Logan. He was known largely in the underground as Wolverine, perhaps due to this mutant abilities which allowed him to sprout unbreakable claws at will, combined with his fearsome desire to taken down anyone who stood in his way on the battlefield.

Wolverine let out a low growl, his sour expression deepening. "If you ask me, you're going too easy on those kids, letting them have the day off when we had that survival exercise scheduled for today." He protested with an internal scowl.

Charles Xavier looked up from the paperwork in front of him, raising an eyebrow as he turned to face his old friend. "I did not feel it was appropriate to subject our students to one of your sessions in the midst of these worsening conditions. As far as I can see, there's no reason why we can't move the lesson to next week's agenda when the weather may be more favorable."

"I still think the extra challenge would do them some good, especially since you never know what to expect in real life situations." Logan answered grumpily.

The room's remaining occupants seemed to gravitate their stares towards the ill-tempered mutant. Wolverine responded with a look of indifference as he shifted his gaze towards the large window next to him. Although running around amidst the floor wasn't his idea of fun, being cooped up inside the institute was one of the last ways he would have wanted to spend his day. His earlier comment still bore some truth, seeing how battles could take place anywhere, and from his many fights with Sabretooth he knew that enemies wouldn't wait for nice weather if they really wanted you dead.

Xavier took a moment to watch him before speaking out again. "I realize that the you are correct to assume that our students require some experience so that they may face troubles no matter what the conditions, but this extreme pattern of weather may provide unforeseen complications at any rate."

"Well whatever…" Logan answered, looking as if he no longer cared to discuss the subject.

The Professor seemed to take in this impression and turned his attention towards the rest of his guests. After watching the brief exchange between the two, Cyclops decided to address his former instructor. "Is there a reason why you called us here today, Professor?" he asked courteously.

"Yes, there is…" Xavier raised his head, looking as if he had been pulled from the middle of a trance. "I wish to discuss some interesting matters that I believe may be of interest in the future."

Jean frowned slightly at the thought. "Does this situation have anything to do with what you saw within the mind of Apocalypse?"

The Professor gave his guests a small nod, but his eyes settled on the redhead for a moment or two. "The visions that I saw that day continue to haunt me, but when or even if they will come true yet is still yet to be revealed. There are some things that I wish I had not seen, but I am glad to say that today's gathering does not directly relate."

"Well if it isn't that important, I've got some places to go." Wolverine replied with emphasized impatience.

The gruff man crossed the room and headed for the exit, barely sparing a glance at the others as he speared an apple from the nearby bowl with his adamantine claws. After taking a bite out of the ripened fruit, he retracted the metal daggers into his hand, catching the apple between his fingers as he used his remaining hand to open the door.

"I was hoping that you would be kind enough to stay, Logan… Both of the issues that I want to mention may be important to you in the future." The Professor asserted. "It would be a shame if you were caught unaware of this information."

Beast shifted uncomfortably in his seat, having been present when Xavier first found out this particular piece of information. He had no idea how it would affect Logan, but he had a feeling that the news would probably catch him off guard in any case. For the moment, Hank McCoy was glad that he did not have to present the news personally.

The ill-tempered mutant sighed in response to the bald man's taunt, his grip on the handle loosening in consequence. Pushing the door closed, he turned around to face his fellow instructors. "All right, I get it…" he muttered loudly.

Wolverine took a seat in one of the remaining chairs, tossing the remains of his apple into a nearby garbage bin as he took a seat next to Storm. His gesture earned a small nod from their host as he moved to join them around the table. Backing his wheelchair out from behind the desk, the telepathic mastermind changed his direction and rolled forward so that he was closer to the main group.

Professor Xavier intertwined his fingers in a patient manner, allowing a brief pause before speaking again. "As you have probably expected, Cerebro has been detecting some mutant activity, most which is familiar to us. Including old comrades…" he eyed Storm as he spoke, and she seemed to understand immediately.

"It is natural that many mutants would use their powers in a manner that is not particularly supported by those of us managing the institute." The dark-skinned woman commented. "Yet I must admit that the activities of my nephew have me deeply concerned. Although he sided against us in the battle against Apocalypse, his responses to further anti-mutant sentiment have not changed."

Beast listened to her worries and seemed to read her mind. "I assume you were hoping that he would return to us on a more permanent basis?"

"I understand why Evan wants to remain with the Morlocks, but his methods of protecting his fellow mutants are extreme." Storm looked visibly worried by her own observations. "Perhaps my hopes were more than should have been expected under the circumstances, but even after all this time I am still worried for his sake."

"Although I agree with you, Evan's doing what he believes is right, and there's not much we can do to stop him." Scott added with a small frown.

Logan folded his arms and grunted. "Like I said before, the kid's got a lot of guts… I won't fault him for doing what I would have done when I was his age."

Their words did little to put her worries to rest, but the weather witch remained relatively composed considering the situation that they were discussing. "I just want Evan to know that his parents are worried about him."

"In time, your nephew will return to us… We must accept his decision for now, but when the time comes you are free to welcome him back with open arms." Professor Xavier replied calmly.

The conversation ceased as they considered the Professor's words. Mention of Spyke seemed to raise a certain sense of controversy among them, but that wasn't meant to be the main focus of this meeting he had called today. A number of things had caught his attention while searching for mutant activity, including the detection of several familiar individuals who had proven trouble in the past, some more than others.

Professor Xavier glanced around to make sure that his faithful staff members were listening before bringing the meeting to order. "I called you all here tonight to report come interesting findings from my recent session with Cerebro." He glanced at the bestial member of the group. "Hank has already been given the news, but I feel it imperative that I share this information with the rest of you."

Wolverine's found his patience slipping once more. Usually he was tolerant with his old friend, but being cooped up inside the mansion during a typhoon all day wasn't working for him. "Enough with all that static, Chuck, just hurry up and get to the point."

"Very well…" replied the bald telepath. "Although Magnus disappeared after the Apocalypse incident, the computer has detected Pyro and Sabretooth using their mutant abilities in a variety of locations in close proximity to each other."

Cyclops finished the sentence for him. "Which must mean that Magneto must still be up to something."

"So what if those bastards are still running around causing trouble doing who knows what… What else is new?" Wolverine snarled with a note of sarcasm.

The Professor closed his eyes wearily as he remembered the visions of the future he had seen months ago. As he pondered them once more, the telepath silently wondered if Magneto really would see the error of his ways and join the cause of training the new generation to live in peace with mankind. It was a far cry from the bitter man he had known for so long, yet one could always hope. Perhaps the things he saw were not set in stone, but either way the Professor was uncertain of whether of not he wanted some of these things to come true. He had seen things both terrible and comforting, but perhaps for the time being he was better off not knowing the nature of these images.

"So what do you think of the situation." Jean questioned, quickly pulling her teacher out of his thoughts.

"Recent news reports from around the world have not shown any suspicious crimes or unexplained terrorist attacks, therefore we have no idea what he might be planning to do next. Since they have not done anything as far as I can see, whatever Magnus is planning is not our primary concern."

"The next thing I have to say is of similar concern." He took a breath before turning to face Logan, causing them to exchange quick glances. "Another familiar has resurfaced even after her supposed death during that explosive incident in the wilderness you described last year."

"X-23… … …" Lightning seemed to strike at that very moment, illuminating Wolverine's features in a vindictive glow. His eyes widened slightly, but after a moment his expression seemed to slip. "Figured it would take more to kill her than a little explosion…"

Storm remembered her only meeting with the child, and how quickly she had been taken out during her brief visit to the institute. "She was very well-trained in the arts of assassination and incapacitation. Perhaps even more so than you, Logan."

Beast nodded in agreement. "We've recent detected her presence within the general vicinity, perhaps within a few hundred miles." He replied. "Our systems indicate that she has been hiding in several secluded locations throughout North America for months now."

"I'm guessing that she used the explosion of the HYDRA craft to fake her own death so that anyone else who were trying to get their hands on her would think she's dead." Wolverine explained with a small growl. Heaving out an exasperated sigh, Logan addressed his old friend. "I'll admit that you caught my attention with this bit of news, but why on Earth do you think it's so important for us to know where she is now?"

"A very good question, my old friend…" Charles Xavier looked almost amused as he paused for several seconds, all the while contemplating how to answer.

It was true that he did not have a particularly well-reasoned explanation in mind, but looking around he could see that the others were waiting patiently for him to give them a straight answer. In truth he hoped to avoid elaborating on the subject, but Wolverine had proved surprisingly astute to question his own motives. It seemed for the moment that he had no choice but to voice what was on his mind.

"I must admit to you now that the visions I spoke of earlier indicated that X-23 would one day become one of us." He seemed hesitant, but elaborated nonetheless. "Having located her several times with Cerebro, it appears that she has no place to go. I believe that this child has been permanently scarred in ways that very few of us can possibly imagine…"

Cyclops discerned a hauntingly familiar expression on Logan's face from behind his ruby-quartz glasses and seemed to understand what he was thinking. Even without using her powers it appeared as though Jean Grey had gotten the same impression as her boyfriend. The others also seemed to notice, but their reactions remained nonverbal. Storm had known him for many years, and understood about as much as anyone else.

Wolverine gave the group a small shrug, his nose wrinkling slightly. "Well then what do you want me to do? Track her down and force her to join us on pain of death?"

"Thank you for pointing out exactly what we will not do. I believe it would not hurt to offer this young woman the hand of friendship." The bald telepath replied with a stern expression.

"Let's say for a second that we did find her. She made it clear she wasn't interested in my help the last time we met so I doubt she's just going to change her mind." The ill-tempered mutant retaliated. "The kid wouldn't even come here willingly, and even if she did, trying to convince her to join us wouldn't even be worth wasting your breath."

A knowing expression flickered across Professor Xavier's face as he heard this last comment, but it disappeared as soon as it had came. "I understand your logic very well, but I believe that many people would have said the same thing about you when we first met."

"I believe that your heart is in the right place, but the fact that she reminds you of Wolverine is precisely why it will be so difficult to convince her to join the X-Men." Storm added in.

Jean folded her hands, subconsciously relaxing her shoulders at the same time. "I'm sure we all understand what the situation may be, but the least we can do is extend the offer to her. I can't see any harm in it, because either way it will be her decision."

Their leader answered with a small nod. "I quite agree on all accounts, which is why I believe that Logan should be the person to approach her."

The group turned to face their ill-tempered friend, and an awkward silence fell once more. After a moment, he rubbed the back of his head and groaned in annoyance. "Look, I already told you guys it wouldn't be worth the hassle. Just let it drop…"

"I believed that you of all people would understand what X-23 has been through, so logically you could understand this child better than anyone else I could send on this mission." Xavier seemed uncharacteristically adamant this time. "Having known you for so long, I know it against your nature, but do you wish for her to experience the same pain and confusion that you once did?"

Wolverine seemed lost in thought as he considered the idea of tracking down his female clone, but the concept seemed very unlikely considering her skills rivaled even his own. Looking back it seemed ironic how X-23 had possibly been the only person he had ever willingly reached out to, yet for a change he was the one whose offer of companionship was rejected. It was certainly strange to know that someone so young had gone through the same thing. After a minute or two his conscience seemed to get the best of him and he scowled rather loudly in response. He really hated when that happened.

"All right… I got a feeling that this won't be easy, but I'll track the squirt down for all the good it'll do." He took a small breath as an unpleasant grimace appeared on his face.

The bald man nodded with a serious but seemingly satisfied expression. "I thank you for your cooperation, and sincerely see you as the best person for the job."

His old friend let out another scowl but said nothing else as he leaned harder against the nearest wall, his arms folding as he managed to settle down again. Storm cast him a disapproving look but once again decided that it was best not comment on his attitude, which had remained largely unchanged ever after knowing him all these years. This minor sentiment was shared by the others, who all turned towards the Professor with expectant looks on their faces.

Storm's expression softened as she turned to face their leader. "So Charles, is there anything else that you desire to tell us before we adjourn?"

"Well there is one more thing that I would like to mention today." He seemed hesitate again. The telepath folded his hands and closed his eyes for a moment. "Before I explain, you all must understand that I did not expect this, but a certain someone left me a message last night requesting that I meet with him."

"Who was this person, and did you agree?" Cyclops asked with a curious expression.

The Professor gave them a solemn nod. ""Indeed I did. As for your first question, he was someone who has stood against us in the past, but seems willing to turn over a new leaf. I believe you would know him as Colossus…"

"The tin man?" Wolverine's stated. His expression was unreadable, but he remembered his brief encounter with the metallic mutant. "That guy used to be one of Magneto's underlings, but when I talked to him it seemed like they had something on him. He never did explain how he ended up joining up with those lowlife terrorists."

Jean Grey seemed surprised, but her expression bore no signs of hostility. "He was a big help to us during the battle with Apocalypse. I don't see why we shouldn't give him a chance."

Storm seemed to agree with them. "If Charles has reason enough to trust this man, then we should provide our own support as well."

"It is good that you all seem to accept my decision, although I am certain many of you are curious to know what Colossus spoke of last night." The Professor deduced. "He explained to me the less than favorable circumstances that forced him to serve Magneto, although I do not believe that it is my place to explain something that caused him so much distress."

Another silence fell over the room, as the institute's instructors exchanged glances and contemplated for themselves. After several minutes, the mutant scholar seemed in higher spirits at having relayed the news and decided to adjourn their meeting.

"Right then… I believe that was everything I had in the agenda for today. If no one else has anything else to say, then you may take your leave." He informed them.

Cyclops and Jean had a quick exchange in hushed whispers before standing up from their places and heading through the door. Storm and Beast followed their leader and took their dismissal, but the last member of their group stood rooted to his spot, his arms folded and eyes closed.

Once the others had left, he directed a grimace towards the Professor and turned to leave.

"Wait Logan…" Xavier called, causing the latter to freeze up momentarily. "I hope you do not intend to begin your search in the middle of this storm."

The ill-tempered mutant spared a glance back. "That's my business, Chuck!"

Knowing that nothing he could say would not be able to stop him, the Professor decided against arguing back and merely conceded his acceptance. "If that is what you desire I shall not protest, but before you depart I feel it is imperative for you to know where she was last detected by Cerebro." He paused again. "As of yesterday evening she was somewhere on the outskirts of New York city, although I doubt she will remain for much longer."

"Lucky for me, that isn't too far…" Wolverine answered gruffly.

"Which is precisely why I chose now to give you this mission." the other man replied. "Judging by her movements in the past months it appears as if she is intentionally avoiding this area, but now may be our only chance for me to extend our offer. If you require any assistance, Angel lives in the city."

Logan left the room with a casual wave of his hand. "Thanks for the tip, but I won't need any help tracking her down. The problem is… I doubt that the kid's going to be happy to see me again." He replied before closing the door behind him.

The bald telepath turned towards the window and watched the rain fall for a while as he remembered he pondered the visions he had received of the future. Closing his eyes, Charles Xavier relaxed his hands and shoulder, sinking into a deep mediation as he replayed the future visions to himself. His calm face displayed small signs of worry, but it passed in an instant, allowing him to return to his work.

In truth he had received other visions while peering in the mind of Apocalypse that he had not spoken of to his students or colleagues. However they made little sense to him, seeing at how little he new concerning the subject. Many of these scenes had included those several people that he did not recognize, and some he never dreamed would be relevant to the future of mutants. It was had a strange feeling, but he had an inkling that things were bound to become much more complicated then he would prefer.

Note to Readers: Not sure how this story will be received or if anyone will be kind enough to leave productive reviews, but I thought it was a good prompt for a story. X-23 isn't someone who really got much of a chance to do much in the X-Men Evolution series, although I heard Marvel gave her a place in the comics instead. I'm no expert on Marvel, but I've seen a few cartoons based on their comics and decided to try writing fanfiction for it even though it's not really my thing. Tell me if you like this story enough for me to keep writing it… If not I will probably cancel it.

Anyway here's the first chapter, and slowly but surely some of Xavier's visions appear to be unfolding at last. Who as the mysterious man that Madame Hydra spoke to? How will X-23 respond to Xavier's offer? Read and review to find out.


	2. Chapter 2

**Chapter 2: The Unforeseen **

Disclaimer: I do not own and Marvel Characters or Logos.

A fork of lightning streamed across the cosmos as cloud gathered overhead, their dark, brooding presence blocking out the sun as they closed in over the forest below. With clap of thunder, a torrential rain fell from the dingy skies, a downpour so fierce it appeared as though the earth itself had begun to weep. It had been several years since the state had experienced such a fierce storm, the excess rainfall overflowing from storm drains in the nearest town as they reached full capacity, running directly into the nearby river, which cut through the forest like a raging tide.

Very few people would voluntarily leave home in this weather let alone enter the wilderness, but it seemed that at least one person did not have the luxury to choose. A young girl ran through the falling rain, her long brown hair sticking to her back as the large drops of water clung to her already drenched mane of hair. Although many of her characteristics were akin to those of an average teenager, she was far more than what she appeared to be.

The girl appeared to be about fifteen years of age, with long brown hair and dark eyes, her skin bearing a slightly tan complexion from spending so much time outdoors. Although seemingly ordinary at first glance, her clothes consisted of gloves, shoes, and a black jacket and a pair of matching pants that clung tightly to her waist and legs. A tiny pair of slits were present on the knuckle side of each of her gloves, each article of her footwear bearing a similar opening to accommodate her superpowers.

Were it not for her style of dress, she may have appeared to be a normal girl, but the sense of anger and suffering that always lingered in her eyes seemed to imply that she had been through more than most people could imagine. She was born with special abilities and conditioned to be the ultimate weapon against the enemies of those who had funded her creation. There had never been a moment in her life when she had been allowed to be a normal child, even to the point where her creators had not even given her a real name.

In all honesty she wasn't even an original weapon, more like an enhanced copy of something that had come before. Her powers and abilities were a duplicate of an old government creation known as Weapon X. She was X-23, a mutant created to be the ultimate agent for the criminal spy network, HYDRA. They had worked hard over the years to bleed her of all emotion and individuality, yet here she was living her own existence away from the controlling environment, which she had so long been forced to endure.

Not long ago she had met the man whom she had been cloned from… A mutant named Logan, alias Wolverine. For a while she believed that he was the reason she had ended up the way she was, but after meeting him it was obvious that this was certainly not the case. She spent a while fleeing from HYDRA, but managed to lure her creators into a trap and eventually destroyed them in a fiery explosion, faking her own death in the process.

However convenient and satisfying it had been to be rid of those who would want to do her harm, the young mutant had been wandering the wilds of North America for several months now, hunting for food and generally keeping out of sight, both of which were hardly a challenge due to her animalistic instinct and intense training as a spy and assassin.

Although hardly an expert when it came time to other people, she had seen glimpses of what it was like to have real friends and family, and deep down she knew that even her current freedom was no way for most people to live life. Then again, she wasn't like most people by any means whatsoever.

Using her claws, X-23 tore through the undergrowth as she searched for a place to spend the night. Even with her enhanced endurance and immune system, even she was bound to feel ill side effects from staying out here in such terrible conditions. The young mutant remained silent as she made her way through a grove of bushes, only pausing every now and then as the sharp barbs ripped at her clothing. With an angry growl, she seized hold of the nearest tree and swung upwards, landing gracefully an a higher branch seconds later.

Taking advantage of her new viewpoint, the young mutant searched the area for signs of shelter, but to no avail. The lights of a nearby town still burned brightly in the distance, but she had no desire to see other people for the moment. Grunting in annoyance, a pair of knife-like blade extended through the openings of her gauntlets, and she thrust them into the bark of the tree on which she stood, ripping them downward with an angry slash.

Sensing someone close by, she sniffed the air cautiously, but soon found herself standing in an imposing shadow. She was paralyzed in shock for the moment, someone had never managed to get so close to her without detection before. The man floated beside her like a malevolent shadow, his face concealed by the darkness, but eyes seemed to pierce through the night like prison beacons.

Growling in anger, X-23 extended her claws and swung with all of her might, but her target floated backwards, weaving left and right to avoid each consecutive strike. Seeing his retreat, she leapt from her tree branch and continued her attack, but this new adversary seemed to be toying with her rather then actually attacking. Realizing that her reaction wasn't working, she jumped from the trees and touched down on the ground, breaking into a run seconds later.

She took off into the woods at a full run, unsure of whether or not her pursuer was an agent tasked with her capture. Of course, it wouldn't matter either way as long as she managed to get away now. For someone like her who was constantly being hunted by HYDRA, it was better not to take any risks. Once she had reached the boundaries of the forest, she hurtled over a metal gate, but before she could properly react, the object sprang to life and wrapped itself around her ankles.

The girl did not care how it happened and decided to sever the obstruction with her adamantine claws, but as she extended them to perform the task, they curled and twisted so that the points were instead facing her own wrists. Although the terrible experiences she endured in the past usually kept her calm, a small gasp escaped her lips.

"You needn't flee, I merely wished to speak to you." A powerful voice rang out through the patter of falling rain. He raised his hand, causing her claws to bend back to their normal shape. "They call me Magneto… I have come here to help you."

X-23 scowled as her captor released the binds on her legs, allowing her to stand once more as his hovering form swept through the trees. He was a reasonably tall man wearing a helmet that concealed large portions of his face and what outwardly appeared to be red armor. A billowing purple cape adorned his shoulders, flowing in like a flag in the wind, and making him seem much larger than he really was.

"Leave me alone!" she stated very clearly, her eyes narrowing with annoyance.

"I know how you feel, child… Alone, misunderstood, an outcast doomed to live life outside of human society." He continued on as if he hadn't heard her dismissing comment. Lightning struck again as he moved closer, his facial features becoming visible to her.

"You couldn't possibly understand me! No one understands me!" she screamed, her enraged features and wet hair making her look slightly deranged.

She into a dash again, only this time she was headed in the direction of her adversary. Kicking off of the ground, she pushed herself into a leaping kick, a small claw extending out of the end of her foot in the process. The shadow-like enemy clenched his fist, causing the metal fence to restrain her body like a wrap.

"Enough!" Magneto replied, his deep tones betraying a note of irritation. Fearing that his actions would make her more difficult, he gently freed her with a small movement of his hand. Settling his feet down onto the wet ground, he attempted to appear less offensive. "You have my apologies if I offend, but there are others like us that I want you to meet."

Her eyes narrowed dangerously. "Leave!" she reiterated in much the same manner as before.

"I can tell from your movements and demeanor them that there are people chasing you." The imposing man replied. Slowly but surely he reached out his hand in a fatherly way. "Come with me, and I will grant you sanctuary."

Rather than accept his offer or attempt to attack him again, the volatile mutant turned her head with a grimace. "You can't help me! Nobody can!" she hissed painfully.

"On the contrary, I know who and what you are, child. I have heard stories about you while traveling the underground." Magneto's decided to try another method of gaining her trust. "You are the result of an experiment created to emulate Weapon X, alias Wolverine. The horrors they must have put you through are something that no mutant should ever have to endure… Don't you deserve to have your revenge?"

X-23 stopped herself from attacking her unwanted visitor as she pondered his question, but after several moments of silence she shook her head. "This has nothing to do with you." She stated bluntly, turning her back on him once more.

The master of magnetism clenched his fist in a display of anger, causing the nearby fence to crumble as if it were a soda can on the floor. His expression betrayed a powerful sense of internal anguish, but he suppressed the urge to harm the girl.

"A pity… This world despises mutants, as well as those who would desire to aid them." His tone remained calm, but gave off a dangerous vibe. "Mark my words child, you will soon regret this decision."

The girl leapt over the remains of the crushed fence and continued onwards without even a backwards glance. What he had said was true, and she knew it for herself from experience. While hiding out in plain sight during her brief stays in small towns, she had seen some prejudice against mutants in general in the form of signs and political protests centered around anti-mutant sentiment. Still the last thing she wanted right now was company, even if what he said was the truth. Running from HYDRA was difficult enough, but having someone else around would only make things more difficult for them and for her.

Magneto watched his possible recruit leave, his eyes narrowing slightly. With a swish of his cape, he turned in the opposite direction, gently floating through the cascading raindrops. To think he had come out in this storm to find that the girl they sought to recruit was just as stubborn as Wolverine himself. It was not entirely unexpected, even though he had hoped to prey upon her past experiences.

There was a time when he might have punished his victim for refusing to join his cause, but such behavior would likely make matters worse in that regard. Last year's incident with Apocalypse had taught him some humility, but little had changed otherwise. The world's view of mutants had not changed, and neither had his desire to face whatever terrors the future held for his kind. Whether Xavier wanted to admit it or not, they would have to be prepared for the worst.

Meanwhile

It was midnight in New York City, but many sectors of the city were still alive with activity as some people headed home from late jobs, and law enforcement took the streets for their lightly patrols. Petty criminals sold drugs from their street corners and those who were wanted by the police surfaced from their hiding places to move about by darkness. Far from the red-light district, most of the town's major businessmen had already left for the night, but a few areas in the business district remained alight.

On the top floor of the one of New York's many skyscrapers, a team of scientists sat conducting some questionable research. The room was rather large with metallic paneling covering the walls, each of which had been insulated with soundproof paneling to avoid suspicious noises from escaping the confines of their laboratory. Several tubes lined one of the walls, each of which was filled with a strange fluid, which seemed to preserve the contents.

Several men wearing standard white lab coats were tending to the experimental robotic technology that they had developed while several others seemed to be involved in the creation of mysterious serums and poisons of all different kinds. It generally looked like a place that any mad scientist would find inviting, especially one with a nefarious purpose in mind, yet the people involved seemed completely unperturbed by the projects they were working on.

It was as if the very room was dedicated to the creation of science without he morality enforced by government policies. In many ways what they were doing was similar to HYDRA, but instead of hiding to avoid detection, they performed this research and development undetected right in the heart of New York City.

The leader of the research team sat on a large chair in the center of the room, carefully monitoring each experiment through a device in his hand. Half of his face was noticeably disfigured, his features oddly distorted, and his skin a sickly green color. Although he wore a suit jacket with long sleeves, one of his hands was bestial in appearance and similar in color to the mutated half of his face, ending with his clawed fingers.

He watched the experiments with a critical eye, making sure that everything was going the way he believed it should. They had been working on a number of projects for their employer's use, and so far the results had been less than they had hoped for.

His name was Herbert Landon, a brilliant scientist who possessed a burning desire to eradicate all of mutant kind. To this end he had found himself in the employ of some questionable individuals over time, specializing in the creation of technology for others while his benefactors funded his own personal research.

Tonight had been one of those times in life where his job crossed with his personal desires, and now he had been given a mission to capture a mutant. Of course the downside was that this new subject was not his to experiment on, but that was of little consequence to the current situation. He let out what sounded like a small strangled hissing noise as he reread the files that Madame Hydra had sent to them a few hours ago.

They contained information concerning her escaped subject, an experimental mutant code-named X-23. According to the information presented, she was highly volatile and slight unstable, and these aspects of her personality combined with her training in the art of assassination made her a highly dangerous adversary.

Landon had been working for hours attempting to figure out a way that he could use the technology at his disposal to find a single mutant, especially when they had very little idea where she could possibly be, let alone how they were supposed to track her down. If this girl really was as dangerous as the reports indicated, things were bound to be much more difficult than they had originally anticipated.

He paced the floor for several minutes as he contemplated ways in which he could take advantage of the organizations many resources, but a familiar noise coming from the back wall of the room quickly garnered his attention. The groaning sounds of a moving elevator hade him slightly nervous, seeing as he hadn't expected his employer to show up so soon. With a metallic clang, the unit came to a complete stop on the top floor, the doors sliding apart to reveal the large form of his superior.

The giant of a man wore an expensive-looking white suit with gold buttons, his purple undershirt visible through the opening in the jacket. He wore black shoes and a pair of dress pants that covered his legs. The man was bald and had no visible facial hair, but his face was large and full, which seemed only natural when compared to his imposing size and mountain-like frame. Although the public knew him as a wealthy businessman, he was feared in the world of crime as a man of great influence and power… The Kingpin of Crime!

"Have you devised a method to accomplish the task I have assigned you?" The large individual questioned.

Landon sat down and began typing furiously, quickly bringing up the files they had received earlier on X-23. "Our task will be difficult, but we have made it our top priority to devise a way to locate the mutant."

"Do you have any ideas on how to accomplish this goal, or will this require time that we do not have." The towering man stepped forward aggressively.

The disfigured researcher turned to face his superior. "If I may be so bold, why exactly do you wish to help these people take back what belongs to them? HYDRA has done nothing for you in the past… They must have offered you something!"

"Madame Hydra possesses information that I desire concerning the super soldier formula used during World War II. Her agents are actively searching for their lost experiment, and if they manage to succeed, I doubt that their leader will be so willing to divulge the information I desire without reason!" Kingpin barked irritably. "If you are incapable of devising a plan that we can act upon, I will happily replace you!"

The mad scientist looked simply distraught by his superior's display of anger. "Forgive me, but it is not a matter of what we can or cannot do. I fear that even if we find the child, it could very well prove difficult to enact her capture."

The much larger man leaned over his subordinate's shoulder to get a better view at the computer monitor, but his eyes gravitated towards an envelope on the table. "What is this package that you have yet to open?" he questioned, pointing a stubby finger towards the corner of the screen.

"That is merely a sample of X-23's DNA, but I am not sure if we can…" his eyes widened slightly as he clicked open the file and realized something that he had not before.

His actions did not go unrecognized by the crime boss, who watched him suspiciously. "Have you thought of something?" he asked.

"I've got it!" Landon looked positive ecstatic for the moment, something that was rather rare for him since the accident that caused his physical disfiguration. "During my anti-mutant crusade, I stumbled upon secret government files stolen from the Sentinel program. One moment…"

His fingers pounded the keyboard in a fast rhythmic motion as he brought up a set of familiar files containing the information that he had stolen from SHIELD during one of his superior's raids on the main base. Very few people would be willing to do something so bold, but they had not only done the deed, but gotten away with it as well. After a minute, a diagram of a basic robot appeared on the screen.

The Kingpin looked slightly amused by this new development. "Ah yes… The government once designed robots to hunt down mutants and eliminate them. Those units were used during a major incident last year."

"Of course, and I never believed that these blueprints would be useful to us until this very moment." His head researcher wore a triumphant expression.

"Even if this technology has the ability to accomplish my objective, I believe that building such a machine would not be wise. The government would most likely be suspicious if we were to implement their technology for my own usage." The criminal boss mused. "Second of all, one of the few people capable of building such a machine is Alistair Smythe, and he left my employ months ago."

Herbert Landon merely shook his head in response as he focused on a single part of the Sentinel diagram on his monitor. "That will not be necessary… We only need to duplicate the part of the weapon that allows the robot to track mutant life signs. I believe that if we combine a DNA scanner with this technology, we can make it so that the scanners only target X-23."

Kingpin's dour expression twisted into a satisfied leer as he imagined the prospects. "It seems you have devised a solution for now… Do you believe it is possible to install these devices into our own units?"

"From what I have learned concerning this experimental mutant, cybernetic soldiers may not be enough to ensure a successful capture. You seem to forget that this girl was the final result of a long line of failed weapons." The scientist explained.

Kingpin leaned forward again to see the screen. "Exactly what kind of information do we have on this living weapon? Did our benefactors provide that which we require for this mission?"

"According to the information given to us by Madame Hydra, the experimental subject was given superior regenerative abilities and an adamantine skeleton. She has the ability to willingly extend and retract metallic claws from her hands and feet, capable of slicing through virtually any substance." Landon explained carefully. "She also has been trained as a master killer, and has worked as an infiltration unit for HYDRA in the past."

"If that is true, then it appears I was correct to call in reinforcements." The crime boss replied with a smirk.

His expression changed into an unpleasant look of satisfaction as he heard the elevator moving again. The room's occupants turned towards the doors expectantly as they the familiar sound of sliding doors filled the room. With a small creak, the metallic doors parted once again to reveal a stocky man wearing what appeared to be a green and yellow jumpsuit, which covered most of his body. A pair of dark glasses covered his eyes from view and his brown hair was arranged in a simple cut. The most prominent feature of his were the four metal arms protruding from behind him, moving as naturally as any ordinary limb would.

"You sent for me, Mr. Fisk…" the newcomer commented with a look of mild interest.

The Kingpin turned to greet the multi-armed villain. "I require your services for a very special mission, Doctor Octavius. If you will consent to listen, I will begin…"

Next Morning

Logan had planned to leave the institute the previous night to begin his improbable search for X-23, but the Professor had personally advised against his decision to varying degrees. He had been perfectly prepared to start last night, but the weather had proven to be a major impediment, and his motorcycle needed fixing anyway. Wolverine had spent the entire night tuning up his prized vehicle, silently wondering what exactly he was supposed to do upon his arrival in New York. Needless to say that he hadn't gotten a wink of sleep the previous evening.

It was truly a vexing question, seeing how the rain would probably have washed away any footprints or scents that would have made his job easier. Wiping down his motorcycle with an old rag, he put the finishing touches on his ride and prepared to leave. Several tools lay abandoned on the cement floor of the garage, but he paid them no mind, knowing that someone would eventually clean up his mess at some point. Having so many students around really helped once and awhile, especially when they were forced to help out with the daily chores.

Although he would never admit it out loud, Charles had been absolutely right about leaving yesterday. Of course being who he was Wolverine probably would have done so anyway, but perhaps it was a good thing that his ride was in pretty rough shape from a previous run. Being forced to fix it before setting out had prevented him from riding into a dangerous storm.

As irritating as it had been, the job gave him some time to clear his head and consider his mission. By the time he finished replacing the broken parts and inspecting the rest of his bike to make sure that it didn't cause him problems on the road, it was almost sunrise, and he had decided it was best to kick back and rest a few hours before leaving. No matter how it happened it looked like Charles had actually won this time.

It seemed as if the man had sensed his thoughts as a familiar wheelchair rolled into the garage, supporting its telepathic owner. Xavier wore an expression that suggested he was in high spirits as he raised his head in greeting. Wolverine raised an eyebrow as he watched his old friend approach, looking rather indifferent to his presence.

"I take it you came here to see me off." The ill-tempered mutant questioned.

The Professor calmly placed his hands together. "That was my intention of coming here, but before that you are more than welcome to join the others for breakfast. Getting something to eat may prove beneficial at any rate, even to someone with your astounding abilities."

Wolverine glanced out the window and sighed as he saw the sun coming up, the blue skies leaving very little sign of what they had endured the previous day. While the ground and roads were still soaked by the previous downpour, the skies were perfectly clear and displayed no indication that they were going to experience another storm anytime soon. It was the perfect day to start the search and he was itching to hit the road.

"Thanks, but I had better get going as soon as possible. This job's already giving me a major headache as it is." He replied.

"Very well, I understand." Xavier commented with a neutral expression.

Logan let out a small sigh as he scratched the back of his head. "Speaking of which, did you check Cerebro this morning for the kid?"

"Indeed, and yet it appears as though she has been openly using her powers to survive in the wilds. Nevertheless, her position is further away from the main city than I originally thought, which could make your search easier since she seems to be avoiding larger settlements of people for the most part." The telepath explained carefully.

Wolverine looked uncharacteristically thoughtful for the moment. "Hmmm, I guess that means I should check the wilds first. The kid's probably hiding out in the woods somewhere in an attempt to avoid detection. Can't say I blame her considering the rumors floating around the criminal underground lately. They say that HYDRA is back in business…"

The bald telepath looked pensively at his old friend. "This could prove problematic if they know that X-23 survived the explosion of that airbase and is currently on the loose. The only reason that we are aware is because of Cerebro's ability to discern familiar mutants that have already been entered into the archives."

"Even if they know she's still alive I don't see those guys as being much of a threat since most of top dogs and a load of their goons were fried in that explosion earlier this year. Although it would make me feel better of Nick Fury had found the Supreme Hydra's body." Logan replied.

"I believe they may cause problems if you are to encounter them, but they are not our only concern at the moment." Professor Xavier wore a dour expression at the prospect. "With Magneto still out there we may be faced with more opposition in the future."

Wolverine shrugged with a grimace. "Maybe we'll run into him, but he hasn't caused any trouble since that catastrophe in Mexico."

The Professor seemed to hesitate before answering. "I do not believe that Magnus would be so quick to change his views, even after enduring the wrath of Apocalypse. There is a good chance that he will come to see the truth one day, but even I must admit that his extremist ideologies have some truth to them, and therefore I can also understand why many mistreated mutants would flock to his cause."

"Let's just hope not." Reaching for a switch, the short-tempered man opened the garage door and prepared to leave.

"Magneto will most likely attempt to convince any potential followers that seeking vengeance on those who brought them misery is the only way to find peace. I daresay that the prejudice that faces our kind will most likely prove to be his greatest weapon." Xavier replied with a frown.

Wolverine cracked his knuckles. "Were I still in that position, I would probably join up with him. Let's just hope that most of these mutants aren't as stupid as I used to be."

"Yes, but we are fortunate that he does not possess technology like Cerebro. It will be more difficult for him to find recruits, but with the number of individuals with an active X-gene growing on a global scale, I would not be surprised if his forces have already begun to grow."

"I'll keep that in mind…"After putting on his boots and jacket, Logan mounted his motorcycle and turned to face his old friend. "Either way I should probably get going before the little pipsqueak finds another place to hide."

The bald man relaxed his shoulders and nodded in approval. "Nevertheless I wish you luck, old friend"

"Hopefully this won't take too long, but if by some chance I can't find her in a week or two I'll probably be back." He replied.

Professor Xavier watched as Wolverine pressed down on the accelerator and rode off into the institution grounds, passing through the gates of the compound and into the streets seconds later. All the while he wondered why his sense of dread was beginning to grow. It wasn't his telepathic powers that spoke to him this time, just a sort of sixth sense. It didn't mean much in terms of logic, but he felt as if some big trouble was brewing on the horizon.

With a small sigh, the telepath maneuvered his wheelchair out of the garage and into the main house. Although he passed many of his students on the way, he remained relatively silent and did not address them as he usually would. Rather than join the others for breakfast, Xavier headed back to his study. Opening the door with his telepathy, the mutant mind master moved over the threshold and back to his desk to begin the daily proceedings.

The printed reports given to him by Hank this morning hadn't yielded any information on their old nemesis, Magneto. It wasn't a surprise considering how advanced his cloaking technology really was. However there were some disturbing incidents briefly involving registered mutants disappearing without a trace. He had not yet shared this information with anyone else yet, but the information was deeply disturbing nonetheless.

"Hmmm…" Xavier picked up a stack of papers and began to thumb through the printed profiles of all of his students, causing him to smile inwardly.

He was glad to see that even the students that had withdrawn following Magneto's exposure of mutant kind had returned since then. Perhaps their parents had realized that it would be no better for them at home and thus allowed them to attend, but either way it pleased him to see the young mutants standing united at his institution. Even if the outside world was still not ready to accept them, it was comforting to know that they could rely on each other for support.

Flipping another page in his stack revealed a long list of bills for the institute and a number of things that he had to have repaired. He willingly allowed young mutants to attend and live at the institute, but living expenses were still a big part of the package, including the damages caused by each of them during training sessions. It was sometimes a tough job mentoring a house filled with super-powered humans, but it was what he had always wanted to devote his life to, and he wouldn't have had it any other way.

With a small sigh, he pulled out a small group of papers held together by a clip, and placed them in the top drawer of his desk. They were profiles he had made for potential students, but he intended to wait until the children were willing to accept their powers, and in some cases it seemed to be the parents that were hesitant to send their loved ones abroad. He couldn't blame them for feeling reluctance, but for the time being it was not his direct concern.

He spent an hour or two reviewing reports filled out by his instructors concerning the institute's students, and found that things were going rather well. According to Beast, the younger students were beginning to act more responsible than before, while his older charges had begun to mentor them. Scott and Jean had certainly proved to be a big help in the past, but with the new school year approaching they would be heading off to college soon, leaving the institute short-handed again.

As these thoughts entered his mind, a knock on the door jarred him from his thoughts, and he prepared to welcome whomever it was. With a quick thought, he opened the door and looked up to greet his guest, but was surprised by what he saw. Two people sauntered into his office, the first of which was a large and imposing individual wearing a shirt revealing his large muscular arms. He had expected to meet with Colossus today, but his visitor had not come alone.

A man with a smaller build wearing dark clothing and a shabby coat stepped out from behind his comrade. He had brown hair and his eyes were a peculiar color that seemed to betray a sense of mingled mischief and malice. Xavier recognized his uninvited guest as another one of Magneto's former Acolytes, Gambit. Rather than raise any objections, he turned to the first man for an answer.

Colossus cast him an apologetic look in return. "You have my apologies, but when I left the hotel this morning I ran into an old comrade who also expressed an interest in joining your institution. I hope that you will forgive me for not alerting you ahead of time." He explained in his Russian accent.

The explosive mutant raised an eyebrow in amusement. "I just figured it wouldn't be such a bad idea to try something new. It was only be chance that we ran into each other, but seeing how you would allow a member of Magneto's old team to hang around here, I figured it wouldn't be too much of a push for me."

"Your old acquaintance came to see me ahead of time and told me that his service to Magneto was not a willing decision for reasons beyond his control. Although I would like to believe that your desire to stay with us is genuine, I have not yet had a chance to hear you out." The Professor replied.

"Being Magneto's lackey loses its charm after awhile, and ever since I ditched that scene I don't really have a place to go." He explained.

Professor Xavier eyed his new visitor suspiciously, his eyes focused as if he were scanning the object of their scrutiny. During one of his visions he had seen Gambit as a member of the team as well, but right now he wasn't sure if it was absolute. While he did not pry into the other man's mind, Xavier simply chose to observe his mannerisms for any sign that he was lying. He was always the kind of person who saw the good in other people, and while he sensed no lie in the other man's voice and movements, he wasn't entirely sure if he could trust him yet.

The telepath relaxed his gaze and exhaled a held breath. "I understand, yet wonder if there is another reason for your actions? Perhaps a deeper source of motivation as to why you want to join the X-Men…"

"Let's just say that I have my reasons…" Gambit added with a sly expression. "Still, Colossus told me that you needed some new instructors. Maybe I could teach the mutant kids a thing or two if you'll allow."

The telepath hesitated for a moment before giving his answer. "I shall take this under consideration, but you must admit that your past actions make it difficult for me to make a proper decision without having some time to deliberate. I also think it best that we get the message out to the rest of my staff, and perhaps some of the older students. This way your case will be known before any arrangements are made."

"Can't say I expected anything less from you guys." the younger man replied.

"Somehow I believe that you have a good reason for wanting to join the X-Men, but you seem reluctant to share it with me." Xavier returned the expression before resuming his normal façade. "Still I have no desire to pry, so perhaps with the approval of the others we can allow you a small trial period as a teacher at the institute."

Gambit flipped a finger through the standard deck of cards in his hand. "Merci…" he replied with a crafty smirk

Xavier gestured to the chairs in front of his desk. "You two gentlemen may sit down." As they cooperated, he turned his attention to the visitor he had actually been expecting.

Colossus had remained relatively silent while his former comrade gave his case to the Professor, but seemed ready to speak. He cracked his knuckles and seemed to sit a little higher before addressing the bald man. "I came to speak to you tow days ago concerning a position among the X-Men. What is your decision?"

The telepath inclined his head with a shadow of a smile. "I actually spoke with some of the others and they were happy to accept you into our little family. If you desire a place among the staff, I will grant you a position and schedule classes for you to work with immediately. With Logan's occasional absences, your help with the younger students will be most well appreciated."

"Thank you very much, Professor." The muscular man replied with a bow of his head. "I promise not to let you down."

"So long as you do the best you can to help my students, I don't believe you can." Xavier reached out, and they shook hands. Once they were finished, the Professor pulled a small key out of the draw of his desk and handed it to the much larger man. "I believe you'll find your lodgings somewhere on the second floor in the East Wing. It will be the room with the number that corresponds to the digit inscribed on that key."

Colossus nodded to signify that he understood and pocketed the key immediately. "Am I free to go?" he asked.

His new superior nodded in agreement. "I daresay that unlike your time serving Magneto, you may find that living here grants you many freedoms. You may go wherever you want so long as you have no prior obligations to the institute, and since the others have already been alerted of your appointment to the team, there won't be any complications."

The metallic mutant stood up from his chair and inclined his head politely before exiting through the wooden doors. His absence created an awkward silence, during which neither of the remaining individuals spoke to each other as they listened to the sound of the larger man's footsteps dying away with each step. Although it took him some time to find the words, the telepath found himself breaking the silence at last.

"Do you require lodgings while the decision is made concerning your own membership?" Xavier asked. "It would be my pleasure to pay for a hotel if that is what you desire."

"No need… I've already rented a room in the motel near the outskirts of town." He replied with a shrug. "Not the best place to stay considering that they charge by the hour, but at least the price is right!"

After a few extra moments of silence, the former Acolyte stood up and withdrew a deck from the inside of his jacket. He took a step forward and placed a single card in front of the man behind the desk. Charles Xavier accepted the offering, his eyes scanning the surface of the card as he held it between his fingers. He was unsure to think of it at first. The card was a king of clubs with several numbers inscribed below the printed picture on the front.

"My card…" Gambit explained with a clever expression. "When you've got an answer, give me a call and we'll talk."

The uninvited guest waited for his host to nod before turning his back on the Professor and crossing the room. Once he was close enough, Gambit slipped through the door and was also gone, leaving Xavier to his thoughts once more. At this moment he thought of his visions, and for the moment it seemed like some of the more positive things were coming to pass already. With a contented expression he returned to his work, silently hoping that Wolverine's mission would succeed as well. The feeling of dread returned as he considered the situation, but for the moment he decided to think positively for his own sake.

Note to Readers: Well here's the second chapter… Sorry for the spelling or grammatical errors, but it was generally late when I wrote this. Tell me how I'm doing, and please read and review if you want me to continue writing this story. I haven't received much support

I said in the summary that this story would mix X-Men Evolution into the rest of the Marvel Universe, so I hope I did a decent job. I considered using someone else, but sufficed with using Kingpin's assistant from the Spider-man cartoon because he was a noted anti-mutant enemy. I was also planning on expanding Magneto's Acolytes to include more people not used in the show.


	3. Chapter 3

**Chapter 3: Complications**

Disclaimer: I do not own any Marvel characters or logos.

It was a bustling day in New York, as people wandered the streets going about their daily business. Parents and children shopping together while other people were heading to and from different jobs. Many people had their days off and were simply spending time with friends.

To the average person it was just another day, but one many had an entirely different motive for being outside today. Magneto wandered the streets in plain sight as he sought another mutant that could possibly contribute to his own cause in some way. Being out in the open, the master of magnetism wore the same outfit he had that day he had stalked Angel in the very same city over a year ago. He had ditched his helmet and cape in exchange for a shabby hat and a large brown trench coat so that he would not be recognized by possible enemies.

As he walked the streets, the mutant extremist searched the signs of the street name that corresponded with the lead he had received while interrogating mutants in the streets of Bayville not long ago. Apparently there was a clairvoyant who worked as a fortune-teller in the bowels of New York City, but preferred to remain anonymous for the most part. Truthfully he had gone looking for her during his visit to recruit Angel, only to find out that she had vanished.

It had taken some work to find out what had become of this mysterious woman, but more recently his Acolytes had gone searching for fresh clues and now he knew exactly where to find her. His eyes flashed behind the shadow of his hat as he caught sight of the street sign indicating that he had found his destination and continued down the street in silence. Several bystanders noted his shifty style of dress, but made no comment as they passed out of sight.

Looking both ways to make sure no one was watching, Magneto slid down an alleyway a few buildings down. He kicked aside a bag of garbage lying in his path and continued walking until he reached a solid brick wall. He looked relatively unfazed by the obstacle and merely extended his right hand causing the hologram projector to flicker slightly as it fazed right through the illusion. Once he was completely certain it was safe, he proceeded through and found a small metal door beyond.

"It appears that her attempt to hide from the world has failed…" he mused to himself.

His attempt to open the door revealed that it was locked, but that was hardly a problem for someone with his powers. He clenched his fist and focused on the lock, causing the door to swing open as the he manipulated the interior of the handle. He already assumed that whoever was inside might have heard him already and entered without announcing his presence to simplify things.

Magneto entered the room beyond, immediately noticing the strange surroundings and old-fashioned interior design. It appeared to be a type of living space, but from the looks of the dust and cobwebs covering several objects it appeared as though whoever lived here cared very little for this room. A screeching noise echoed through the room as he started a sleeping cat, but he paid the animal no mind as it ran through the open doorway and into the alley beyond.

Poking around the dingy apartment, he found a bathroom, and a small kitchenette, but further inspection revealed a small strip of light coming from underneath the door on the other side of the room. "There you are…" He followed the source and entered without hesitation, his eyes narrowing as he caught sight of the next room.

A large curtain was drawn separating him from the other half of the room, but a mysterious shadow visible behind it alerted him that he was not alone. The source of light was a small lamp that also seemed to be positioned behind the drape, which cast the shadows of what was beyond like an old film projector. A small metal table and a few randomly placed shelves were present in the room, but the room's occupant addressed him before he could observe them more closely.

"A visitor, eh… I had a feeling you would come eventually." an elderly woman's voice chortled from the other side.

Magneto found the tone to be irritating at best, but did not back down from the confrontation at all. "Reveal yourself!" he hissed venomously.

The master of magnetism clenched his fist, causing the metal loops holding the curtain in place to slide backwards across the steel bar that held them in place, revealing the feeble form of an older woman. Her mid-length hair was gray and her wrinkled skin signified her age, but other than this her appearance seemed anything but normal. She wore a form fitting red outfit that seemed to hide her feet from view, and her eyes were covered by what appeared to be some kind of visor. She sat upon a strange chair connected to an apparatus consisting of several different cords and tubes, all of which came together in the shape of a spider web.

"Well it appears you have a serious lack of manners, seeing how you were so kind to walk on an old woman without knocking first." She spoke to him condescendingly.

Her visitor's eyes glittered menacingly from beneath the shadow of his hat. "Your petty lectures not interest me… I have come to…"

"I had a feeling that you would seek me eventually in your crusade. Unfortunately you will receive no help from me." The strange woman replied with a small frown. She let out a good-humored chortle in response of her visitor's glare, taking a moment to enjoy the aura of dissatisfaction radiating from him. "After all, what could a paralyzed blind woman possibly do to help the great Magneto?"

"Do not take me for a fool, Madame Web!" his tone became more dangerous as he moved so that they were standing a few yards apart. "I know that your mutant abilities gifted you with the powers foresight and telepathy."

She paused for a moment, her lower lip twisting into a small grimace. "So it appears you already know more about me then I would care to reveal. Very amusing indeed… You are every bit as interesting as I expected you to be."

Magneto found his patience slipping once more as he eyed the crippled woman. "So, would I be correct to assume you already know what I've have come to ask?"

"I shall admit that I foresaw that you would come to me for information, but I would prefer not to offer it to you." His host looked amused as she raised an eyebrow behind her visor. "Having spent my younger days as a fortune teller, you can imagine the things I saw during that time. If there is one thing I have learned, it is that knowing the future does not always mean you will be prepared to face it."

"That is my desire… After all we have witnessed in this world there is undoubtedly a dark future in store for our kind." The master of magnetism intensified his glare. "I believe that you may be able to fill in the blanks and provide specifics to this end so that we will be prepared."

Rather than crumple under his gaze, her facial expressions gave him the impression that she found him almost comical, but this image changed to reveal a less scrutinizing expression. "It appears that you possess an interesting philosophy centered around your misguided series of beliefs."

He raised a hand, crushing one of her metallic shelves, as effortlessly as most people would crumple a sheet of paper. "This is not a joke!" he replied abrasively.

"I never said it was…" Madame Web replied curtly.

Magneto seemed to calm down almost instantly, but his voice still held a note of hostility. "If you refuse to tell me anything, I believe you may regret it."

She let out a small cough. "Just remember that my body is connected to the machine you see before you. If you wish to kill me it would be simple, but I sincerely doubt that it will further your own goals. Consider this before allowing an irrational impulse to influence your actions. Such childish behavior may very well lead to your own demise."

Her visitor considered her for a moment before clenching both hands, his powers causing the surrounding shelves and some components of her machine to rattle. She looked slightly startled by his reaction, her eyes widening behind their visor as the chair supporting her back hoisted her a few inches off of the ground. After a few seconds the room stood still once more, but neither of them spoke for several more minutes, until he took a step backwards.

"Is there even a reason why you refuse to speak to me, or must I threaten your life in order to obtain this answer as well?" Magneto questioned solemnly.

"You are a curious one, but I'm afraid that sometimes it is better to allow fate to play out as it should." She replied with a stern expression. "Attempting to tamper with that which is meant to be can have disastrous results. I'm sure that your old friend Charles Xavier would agree…"

The mutant extremist turned to face her once more, his expression unreadable. "You seem quite knowledgeable of happenings in the world around you for someone who cannot make use of their own limbs."

"My precognitive abilities show me many things." Madame Web replied cautiously. "You'll find that I know many things that even you are unaware of, but at the moment I do not believe it would be best to share this knowledge. If you have no more to ask of me, then I see no reason why you should remain here."

Turning around once more, he pushed up the collar of his trench coat and swept from the room without so much as a backwards glance. "You are a fool." Magneto responded with a note of hostility.

He opened the door and moved into the unkempt living area beyond, crossing the space with a few strides and exiting the small dwelling and back into the streets beyond. As he prepared to depart, the master of magnetism gave his hand a casual wave, closing and locking the metal door for the all the good it would do. Madame Web sat in silence as she found herself alone once more, a slightly affronted expression gracing her elderly features as she waited for his footsteps to die away.

"No, Magneto… It is you who are the fool." The blind woman uttered in a gravely tone.

With Wolverine

It was a pleasant day for the most part. The skies were completely clear today, but despite the presence of the sun, it wasn't unbearably hot either. There was a gentle breeze in the air, making it the perfect day to go outside and enjoy the scenery, a time when kids would go outside and spend time with their friends, and parent would take their families out for a picnic lunch. The only drawback was that the previous weather patterns had left the scenery wet and muddy, although as the sun continued to rise, these conditions were slowly beginning to change.

Even so, it seemed to be the perfect day to hit the open road and enjoy life. The roads had dried rather quickly after the storm, making them perfect for traveling. This was one of the many advantages that rain had over snow, of course to someone as strong-willed as Wolverine, nothing would stop him from accomplishing a task if it was something that he really wanted to do. Still cooperation from the weather was always welcome to him, but he would have journeyed out in the worst conditions if he deemed it necessary.

It was been a rather uneventful morning for the ill-tempered mutant, especially considering that he spent the entire night fixing his partially totaled vehicle in preparation for this errand he had accepted from Charles Xavier. He hadn't gotten a wink of sleep in more than a day's time or even eaten breakfast before the departure, but it was bound to take a lot more than that to hamper his pursuit of any given objective. The task he was about to undertake could prove more difficult if he had delayed any longer, so sometimes small sacrifices had to be made for the sake of the mission.

He had been traveling for hours now by motorcycle, but he enjoyed this time spent along riding the streets. It had always been something he was fond of, as he had some time to himself during which he could enjoy the scenery and clear his thoughts without interruption. At times like this, the mutant found himself paying little more attention to the other vehicles on the road then to avoid crashing. He was alone with the sound of the engine and the feel of the wind rushing against his body as he cruised down the American highway.

Several hours passed as he sat in silence, only pausing to stop as he encountered traffic lights and stop signs. While Logan was usually indifferent towards these jobs that Charles occasionally gave him, he always placed his full efforts into tracking down whomever he was told to find. It seemed at first like business as usual, but he couldn't deny feeling sense of responsibility for this particular assignment, even if it was only subconsciously for a moment.

Wolverine found the ride particularly uneventful so far, but then again he had spent much of his free time traveling the highways of this country, and his experience on the road made it so that he rarely found himself lost. It wasn't likely he could navigate a route through every town scattered across the continent, but if left alone in the back roads he would sooner use his own wits to find his way back home before calling for assistance.

Pressing the gas pedal a little harder, the mutant rider increased his bike's speed by a reasonable margin so that he would reach his destination faster. Granted that he did not know where exactly he was going to find X-23 yet, but due to the information given to him by the Professor earlier that day, the girl was bound to be within a certain area around the outskirts of New York City. He personally guessed that she would probably be hiding in one of the more rural areas, but was still planning on heading into the main city first to refuel, considering he knew the area fairly well and planned to start the search from a familiar point.

Logan increased his bike's speed again in the belief that doing do would cut his traveling time by an even larger margin, while also hoping that the cops didn't show up. The last thing he wanted to have to deal with right now were a bunch of uniformed law enforcers who believed that were better than everyone else. Last month he received a ticket for reckless driving when he hadn't actually done anything wrong, and it sickened him to think that some overweight donut eater sitting on the side of the road had the gall to talk down to him like that. Needless to say, it taken him every last bit of self-control he had not to slash the man's tires flat on the way out. As a matter of fact there was a time in his life when he would have done just that.

As he approached the next exit, the short-tempered mutant noticed another man riding a motorcycle driving in an erratic manner and coming closer by minute at an alarming speed. If he were to estimate, he would probably guess that the guy was driving over one hundred miles per hour. The opposing man seemed to slow down as he closed the gap between them, allowing Wolverine to get a better look at him. An unpleasantly familiar scent filled his nostrils, but a second later it was too late for him to react properly.

"Sabretooth…" Logan hissed, his eyes narrowing with intense hatred as he recognized his old enemy.

Without warning, the opposing bike rammed into him, running them both through the boundaries of breakdown lane. The bikes smashed against the guardrail with a metallic crunch, coming to a halt as their riders went flying over the side of the highway and tumbled into the wilderness below. The dueling adversaries struggled as they fell down the slope, but Logan retaliated by planting a powerful kick in his opponent's stomach, effectively separating them at the base of the ditch.

The man eyed his longtime nemesis for a moment and shifted his feet against the ground as he felt the ground beneath them. Sabretooth seemed to copy the gesture as they let out low growls like a pair of animals that were getting ready to tear each other apart. Standing in the large ditch below the place they had fallen, the two men began circling around each other in an almost primal manner.

"Well, isn't this an unpleasant surprise? It's been so long since I've seen you, I thought you dropped off the face of the earth!" Wolverine growled, producing his claws for the following conflict. "Looks like you saved me the trouble of having to track you down!"

Sabretooth's eyes were burned with anger. "I was hoping you'd show up sooner or later! Now I can finally put an end to you!" he screamed.

The smaller man glanced up at the broken bits of his bike and scowled angrily. "You trashed my motorcycle, bub… No one does that and gets away with it!"

"If I were you I wouldn't be dwelling about that piece of junk. You should be more worried about yourself!" the murderous mutant replied challengingly.

With a roar of fury, Sabertooth charged towards his opponent with full force, tackling him the ground with his full weight. The two men grappled for a moment as Logan slashed him across the face, getting in a deep enough cut to loosen the bestial man's vice-like grip. He released him with a scream of pain, allowing Wolverine to push him off with a kick to the opposing man's stomach. Sabretooth grabbed his face with one hand as he staggered backwards in pain, opening his eyes just in time to dodge another series of strikes from the enemy's adamantine claws.

Logan slashed forward in a stabbing motion in an attempt to impale his old adversary, but the animalistic mutant seized him by the wrist, sinking his own claws into the enemy's hand with deliberate force. He shot a death glare at the larger man for a fraction of a second before being hurled into the air and into the trunk of an unusually large tree several meters from where he had been standing. The irascible landed with full force, making a series of cracks in the large hunk of wood, but managed to recover rather quickly from an injury that would have knocked out an ordinary man.

Wolverine attempted to focus his vision as he struggled into a standing position, but strangely enough it looked as if his enemy were heading in the opposite direction. His eyes widened slightly as he figured out what the other man was doing. Upon reaching his planned destination, Sabretooth bent over and picked up a boulder, tossing it at his opponent with a growl of rage moment later.

Unable to dodge the incoming stone, Wolverine dug his claws into the bark of a tree and climbed to avoid the impact. Once the danger was over, he hurtled over a tree branch and leapt back towards the enemy, slashing his dagger-like weapons repeatedly in an attempt to bring down the enemy the best way he knew how.

Sabertooth retaliated by seizing a nearby tree branch and swinging in a circular motion, pulling himself out of the reach of his adversary's claws. He swung himself over the tree branch and came back down with an agile flip, nailing Wolverine in the spine with a powerful stomp as he landed. The blow sent his opponent flying backwards and into the trunk of a smaller tree, during which the murderous mutant seized his chance and pounced again in an attempt to finish the job in a single blow. Logan saw the attack coming and rolled sideways from his position on the ground to avoid being crushed by the other man's superior size and got back to his feet.

"Stand still and die like a man!" the larger man bellowed as he charged again.

"Like that's gonna happen, bub!" Wolverine dove to the right and rolled across the ground before returning to an upright position, causing his opponent to smash headfirst into a large boulder. "Looks like you're slow in both senses of the word if you think I'd actually let you beat on me."

Sabertooth lunged again with his animal-like hands only to meet air as the heroic mutant leapt into the air and caught hold of another tree branch, only this time instead of coming down for an aerial strike he began climbing even higher up. Digging his own claws into the tree, Sabertooth began his own ascent into the tree, ripping through branches and pushing aside leaves as he pursued his enemy further into its sturdy boughs.

The shorter man leapt out of reach again before turning to face him. "Magneto sent you, didn't he?" he questioned the other man.

"Bastard… Like I need him to convince me to put an end to your life." the villain retorted with an almost humorous look on his bloodthirsty features.

"Don't try to throw me off like that! I know he's the person holding your leash!" Wolverine retaliated with a fierce growl. "What is he after?"

Sabertooth looked more entertained than intimidated. "You think I would waste my breath telling his secrets to a dead man!"

The two combatants clashed again as they moved through the canopy of the tree, scuttling around and taking swings at each other whenever the chance arose, causing branches and leaves to crash down from the three as the intensity of the fight happening inside increased exponentially. After moving a few feet higher, Wolverine waited for his enemy to climb towards him and severed the limb in an attempt to send him towards the ground, but Sabertooth grabbed onto a lower branch and swung his body upwards like a skilled acrobat.

"Was that the best you can do?" the murderous mutant screamed in triumph.

"Not even close!" Logan hissed with a stiff expression. Jumping to another branch, he sliced through the branch he had just been standing on moments before, sending it crashing into his pursuer moments later.

The larger man scrambled to the other side of the tree to avoid the falling branch and continued to climb up the opposite side of the tree until they were standing across from each other once more. Once both fighters had regained their footing, they began leaping from branch to branch, dueling like animals whenever they drew within range of each other. Seeing that his opponent was preparing to pounce again, Wolverine leapt to a higher branch and swung downwards, smashing into Sabertooth and causing him to begin to fall back towards the ground.

The animalistic villain growled as he seized his longtime enemy by the ankle less than a second before he fell in an attempt to take the other man with him as he fell. The two men fell together, but Wolverine managed to sink his claws into the side of the trunk, stopping his free fall as the enemy landed on his back in the ditch below. The ill-tempered hero jump down after his enemy, but Sabertooth rolled sideways to avoid the strike, jumping to his feet and taking another swing.

"Is that the best you got?" Wolverine shouted as he dodged sideways. Taking advantage of his enemy's failed attack, he slashed upwards and managed to plant another cut on Sabertooth's body, causing him to recoil in a frenzy of pain and fury.

He attempted to follow up the first jab, but Sabertooth seized him by the wrists before he could get too close and hurled him over his shoulders, sending Wolverine headfirst into a rock. Logan blinked twice as he felt the pain pulsing through his head, trying to clear his vision, but by the time he managed to shake off the feeling, his nemesis had already gotten too close for comfort. Sabertooth charged him again, planting a few slashes with his own claws on the smaller man's face as he slammed him to the ground.

Logan grunted in pain as he attempted to stand, but his eyes widened as he saw Sabertooth advancing him with a thick log held high over his head. "You never were a match for me… Now I'm putting an end to this once and for all."

Unable to move quickly enough, Wolverine sprouted his claws and prepared for the impact, but soon found it unnecessary as a dark shape shot through the nearby trees and plowed into his enemy with a diving kick. The joy died from Sabertooth's face as he crumbled under the force of the surprise attack, spiraling backwards as the log he was holding came crashing down with him, landing on top of his defeated form seconds later.

Wolverine crinkled his nose and let out a small growl as he prepared to tell off whoever had interrupted his battle, but found himself lost for words as a familiar hand seized him by the wrist and wrenched him into a standing position. "Well what a surprise to see you here, kid…" he replied nonchalantly.

"Don't call me that!" X-23 returned his comment with a glare. She turned towards the struggling enemy who had just had the wind knocked out of him. "You should just be grateful that I was passing through here!"

The older mutant scowled in response. "I didn't need your help taking that bastard down." He replied, pointing a finger at his longtime nemesis.

She imitated his expression for a moment but decided against starting a confrontation. "I was only repaying you for helping out the last time we met. We won't meet again…" She turned to leave only to find his claws inches from her face. "Move!" she warned him.

Wolverine retracted his claws with a look of uncertainty. "Look kid, I came out here searching for you and as luck would have it you just happened to run into me out here." He explained gruffly. "I want you to come back with me to the institute and meet Professor Xavier."

X-23 displayed little sign that she heard him, but for a moment her thoughts returned to that strange encounter she had the previous night. It seemed as if all of a sudden people were out to recruit her into their mutant groups, but the idea only disgusted her. "I have no interest in working for anyone… I mean it!"

Neither of them said anything for a moment or two, but a loud rumbling quickly caught their attention. Sabertooth burst out from beneath the log that had landed on his back, his eyes alive with rage and his fangs bared like a feral beast. Reaching behind him, the animalistic mutant lifted the log with both hands and tossed it in the direction of his enemies with every bit of strength he could muster. Logan pushed his female clone to the ground as the chunk of wood soared overhead.

Once they were clear she shoved him away in frustration, her eyes narrowing slightly. "I don't need your help!" she screamed at him.

Logan was too preoccupied with the battle to talk to her now, and his eyes instantly gravitated towards the enemy instead. "Look out!" He pushed the girl backwards as their attacker charged again, barely managing to get her to safety in time.

Sabertooth shoulder-rammed him so hard that his already injured body smashed clean through the trunk of a nearby tree, the rest of the plant coming down on him moment later. Wolverine retaliated by slicing through the falling tree and stepped between the branches to avoid getting crushed, but his enemy had expected this approach and countered by taking advantage of the distraction he had made. The murderous villain attempted to finish off his old rival, but as he dashed in to deliver the finishing blow, he was interrupted mid way.

"Hiyah!" X-23 bolted into his path and tripped him with a sweeping kick to the ankles, extending the claw in her foot to maximize damage.

The enemy let out a furious roar as he caught himself mid-fall, using his arms to brace himself from hitting the ground. "You little runt!" he shouted, turning to face the second assailant.

"Pay attention… In case you forgot, the fight's right here!" Wolverine ran in from the opposite direction, stabbing his own claws down in an attempt to impale his nemesis.

Sabertooth moved his neck just in time to avoid a beheading and returned to his feet with one single movement, but before he could refocus a slash to his back diverted all attention towards the girl standing behind him. He maneuvered around and attempted to pounce at X-23, but Wolverine seized his outstretched arm with both hands and tossed him over the side of the ditch. The bestial man was thrown into a patch of dirt beyond where he landed close to a nearby hill before catching his balance once more.

Without waiting for the man to come after them again, the female mutant leapt over the side of the ditch in hot pursuit, her claws extended as she nailed their attacker with a leaping kick. The metallic spike on the end of her foot slashed Sabertooth across his midsection, sending streaks of blood flying as the large figure crumpled once more. Wolverine appeared just in time to watch as his long-time adversary tumbled down the hill and into a raging river below.

"This isn't over Logan!" Sabertooth screamed as he fought against the tide, his arms thrashing around as he struggled to keep his injured body above the water.

After a moment of frenzied movement, the bestial man caught a hold of a piece of wood allowing him to stay afloat easier as the rushing water pushed him further upstream. The two remaining mutants waited in silence as their enemy was pushed out of sight, leaving no signs of scent as the water washed him away. Once they could no longer sense his presence, Wolverine and his female clone retracted their claws and exchanged a pair of matching thorny expressions.

"I didn't need you help." He reiterated with a stern expression. Looking down at the river he thought of what had just happened and shrugged to himself. "It'll take more than that to kill Sabertooth, but at least next time I'll get a chance to settle things personally."

X-23 ignored him once more and leapt into a nearby tree, leaping from branch to branch in an attempt to put some distance between her and Wolverine, but the sound of rustling leaves behind her basically gave her the impression that he was following her lead. At the moment she was angry with herself for interfering in that battle. Normally she wouldn't have cared about the troubles of others, but this was the second time she had found herself stepping in to help someone else.

"Hey kid!" He called to her through labored breaths. After a few minutes of pursuit, he lost his patience. "Slow it down, half-pint!"

She stopped and returned to the ground, prompting him to do the same. Although they were standing several feet apart, the expression on her face was that of anger. "Why are you still following me?"

"Like you don't know." Logan shot back, sounding more annoyed than anything else. He waited for his anger to dissipate before addressing her again in an attempt to sound less hostile this time. "Look, I told you before that the Professor wants to see you back at the institute."

"I don't need help from anyone!" she cut him off, her face alive with fury. "No one wants to help me!"

Wolverine sighed in response to her reaction. "At least talk to Charles before shooting us down! If you come to the institute maybe we can help you out."

"I was conditioned by HYDRA to be the ultimate killing machine. They ruined my life and made me into what I am… Nothing more than a weapon that everyone wants to get their hands on, and even now this hasn't changed." she replied angrily. "My creators are still hunting me and some guy trying to recruit mutants tracked me down last night."

Logan stepped towards her aggressively. "We've been through this before, kid. I went through the same thing you did. I know what it's like to hate people for what they've done to you, to wish that all the pain would just go away! Even so, if there's one thing I know it's that you can't get through something like this without some kind of help."

"I'm not like you!" she screamed, taking a step away from him as if scared to admit the truth.

"You're more like me than you would ever know… I know you because I know myself!" Wolverine snarled, closing the gap between them with each step. "You're lost and confused, and you feel like nothing makes sense."

"Shut up!" X-23 advanced forward and drew her claws and sliced at him, but he sidestepped her with relative ease.

His expression became unreadable for a second as he watched her cringe in anger. "If you had really wanted to kill me with that swing you wouldn't have missed just now. I saw you hesitate. You've saved my life more than once. You feel emotion. You're still human even though those freaks at HYDRA tried to take all of that away."

X-23 stared him down, but her glare seemed to falter if only for a second. "You don't understand." She glanced at the ground for a moment before resuming. "Even if I did stay with you guys it would only put your friends in danger."

The two only stared at each other for what seemed like an eternity. Neither of them was particularly good at placing subjects like these into words. Wolverine was naturally the type to spend a lot of time alone, and the girl standing across from him had been conditioned to avoid emotions in favor of her vulgar duties, but in this brief moment there seemed to be a small understanding between the two mutants. The girl retracted her claws in a gesture of non-aggression, but for some reason she still seemed hesitant to look him directly in the eye.

Wolverine sighed again, looking much less hostile then before. "There's no obligation to stay if you don't want too." He explained calmly. "I'm sure the Professor has already though up a plan to keep you hidden if you want to stay. All you have to do is go back to the institute and we'll see what happens from there."

"What will happen?" she asked with a tone of suspicion.

"That part is all up to you. Just come with me." Logan answered with a stiff look.

Her gruff expression wavered for a moment, but before she could give him an answer the two mutants sensed en enemy approach. X-23 sniffed the air with a tense expression, her claws sliding back into place, Wolverine following her example seconds later. As if driven by instinct, the pair of combatants moved so that their backs were facing each other and took defensive stances in preparation. Whoever was coming seemed to be giving off a sense of hostility, something that they both knew from participating in countless battles.

Wolverine shifted his feet against the dirt as shapes began to emerge from the trees. "Here they come!" he muttered warily.

Moments later a stocky brown-haired man wearing sunglasses and a green and yellow jumpsuit emerged from behind the foliage. Although he might have appeared somewhat comical otherwise, the man had four large mechanical arms shooting out of his back and an evil expression that made him seem oddly sinister.

Doctor Octopus advanced of them caused the sunlight to reflect menacingly off of his dark eyewear. "X-23… Come with me or you will suffer dire consequences!"

Note to Readers: Well I introduced the clairvoyant mutant, Madame Web, into the story this chapter. I borrowed her condescending personality from the old Spider-Man cartoon, but basically she's basically largely like she was in the comics to a certain extent. Apparently Magneto ran into another dead end, while Wolverine and X-23 have found themselves in some big trouble more than once during this chapter.

I could really use some support now, considering how little I've received. Ideas, comments, and criticisms are all welcome. Sorry for any spelling and grammatical errors, but I usually write when it is late at night.


	4. Chapter 4

**Chapter 4: New Faces**

Disclaimer: I do not own any Marvel Characters of logos.

"Step away from the girl!" The multi-armed villain shouted to them.

Wolverine glared at the newcomer as he observed the stocky man's strange appearance. His eyes immediately gravitated towards the strange metal limbs coming out of his back, as well as his decidedly unusual style of dress. His female counterpart seemed to be thinking the same thing as she watched the man's movements, but she was particularly wary of the mechanical accessories attached to him, which seemed to be moving as fluidly and effortlessly as any real arms could.

The older mutant stepped in front of his clone as if to shield her from view and took a step towards the stranger. "What the hell are you supposed to be?"

To their surprise, the stranger smiled. "I am Doctor Otto Octavius, but that is of little importance right now, especially to the likes of you. My employer has tasked me with the capture of X-23! I suggest you come along quietly, or face the consequences."

"So I guess you work for HYDRA!" Wolverine growled apprehensively, his claws lengthening slightly on impulse alone. "I suggest you forget you ran into us and leave, or things could get real messy for you."

"I'm not going back!" X-23 shouted as she shot out from behind the older mutant, her own claws drawn for the kill.

The scientist's eyes widened behind his dark glasses, as she bolted in his direction, and he reacted accordingly to the threat. She slashed at the multi-armed menace with all of her might, but his mechanical limbs seemed to react automatically to her attack, lifting the doctor off of the ground and carrying him to safety as if they were acting on his mental cues. Two of the claws braced against the ground and propelled him high into the air, the other pair wrapping around a nearby tree branch to stop his descent towards the ground. He hung there for a few seconds, his facial features forming into an amused expression.

"I see you are just as unstable as they say, child." Doctor Octopus commented, his sunglasses flashing dangerously as he spoke. "It is amusing to see that you possess so much anger and such an obvious lack of restraint."

He seemed to find her unwarranted assault more interesting than anything else, but the humor died from his face as the girl sliced though the small trunk of the tree he was in, causing it to collapse like a hollow stalk. His tentacles maneuvered quickly, extending to greater lengths and seizing hold of another tree as the one he hanging from moments before snapped against the hard forest floor. The volatile mutant followed his movements, as two of the mechanical limbs rushed towards her, but Wolverine intervened by slicing through them with his own claws before that had even reached their target.

"Looks like you ain't so tough, doc!" Logan sneered with a look of annoyance.

"On the contrary, my impulsive little friend. I do not know who you are, or why you seem so intent on protecting X-23, however I shall make you both regret this indignity." He glanced at the broken ends of his cybernetic arms before continuing. "You'll find that I am not an unreasonable man, but since you were foolish enough to defy me, this leaves me with no other options."

Octavius reached behind his back, pulling out a small remote control into view, and pressed one of the buttons. An evil smirk formed on his lips as several large shapes darted through the skies above their heads before coming to a landing somewhere in the nearby grove. The two mutants present tensed up as the trees surrounding them parted to reveal the forms of several robots, each of them about seven-feet tall with glowing red eyes and what appeared to be advanced types of firearms reminiscent of something you would see in a science fiction movie. They appeared to be androids, each was roughly shaped like a human male, and were composed entirely of some kind of metal alloy.

Wolverine's eyes darted around quickly as he observed their surroundings, and it took him seconds to realize that they were completely outflanked. He nudged the girl standing next to him as if to warn her, but having the same enhanced senses she did not require the help. They could feel the presence of more of these mechanical monstrosities emerging from the woods, making the situation only seem worse. The ill-tempered man took a step towards Doctor Octopus, but froze in his tracks as the surrounding robots moved into position, protecting the mad scientist while simultaneously moving their weapons into a firing position.

"What the hell are those things?" Wolverine replied his eyes widening slightly as the number of enemies seemed to multiply.

"That is of little concern to you…" The multi-limbed villain smirked again as the robots each took another step towards their mutant prey. "It would be a pity if either of you were to resist. My employer requested me to capture the child alive. To this end I will give you one last chance to surrender!"

"And I'm giving you no chance!" Logan snarled. Kicking off of the ground, he leapt into the air towards the stocky man, his dagger-like weapons poised for the strike.

The villain reacted quickly, his metallic arms wrapping around a nearby tree and pulling him to safety as he narrowly avoided the incoming slash. One of the robots stepped in front of the scientist and raised its weapon, but was cleaved in half before it could fire. A shower of sparks flew as Wolverine withdrew his claws from the robots midsection, and took another swing at the living enemy, but the doctor's robotic claws seized him by the wrists, spinning the enraged mutant in a wide arc before throwing him face first into the dirt.

"After losing my other limbs to that child do you think I would fall for the same approach twice." Octavius replied confidently, looking almost insulted at the same time. Lifting his left hand he switched on the remote control and punched in a series of numbers to activate the verbal command mode before screaming in the speaker. "Capture them!"

The robotic units started advancing on them in unison, as if all of them shared a single solitary mind. Several of them took to the air and surrounded the injured Wolverine who had just managed to regain his footing. Unable to launch a proper counterattack at such short notice, he braced himself as the enemies raised their weapons, but found it unnecessary as a pair of claws sliced through two of them, creating a series of sparks as the damaged units broke into pieces, their discarded part bursting into flames as they hit the ground.

Two more fired their laser weapons at X-23 in an attempt to stun her, but she avoided them with a well-placed leap, causing the blasts to hit each other. The energy disturbance created by the attacks caused both androids to malfunction, allowing Wolverine to finish the job with a quick slash of his own claws. The mad scientist had used his first two robots as a distraction to move into a safer position, but the lack of effectiveness of his robotic underlings was not entirely unexpected.

"Bah, I should have expected as much from Landon's pathetic creations!" he stated grumpily. "It is fortunate that I did some adjustments to the others." Doctor Octopus typed in another sequence on the remote. "Change setting… Attack strategy beta!" he shouted into the speaker.

Three of the cybernetic drones began circling around their targets like robotic hunters before firing off several missiles from the hidden compartments in their chests, which quickly home in on their targets like vultures to a carcass. Wolverine dove out of the way as one of the projectiles homed in on his position, but the explosive changed position to follow him, making maneuvers difficult as he was forced to dodge a flurry of blasts from the remaining robots. He let out an angry growl as the object drew closer, but managed to change direct at the last minute, causing the missile to destroy a nearby boulder instead.

The remaining missile two projectiles gravitated towards the second mutant, but she reacted quickly by dropping to the grown and rolling out of the way to hamper the pursuit. Turning around she managed to avoid stray laser fire as several more drones peppered the air with stun blasts, and bolted in the direction of the attacking automatons, sliding in between the legs of one of the robots just in time for the offending creature to receive the blast of the aforementioned homing projectiles.

Logan was slightly impressed by his female counterpart's quick thinking, but the ensuing battle did not allow him the luxury of dwelling on it, which was something he probably would not have done anyway. With the immediate threat neutralized, he sliced the head off of another attacking robot, leaving him wide open for a second strike. Another raised its blaster to attack from behind, but Wolverine's enhanced senses picked up on the enemy and he spun around, slicing the weapon in half, causing the explosive blast to rebound on its owner.

One of the robots started to fire a missile, but Wolverine caught sight of the enemy's chest plate opening to release the projectile, and jammed the tip of his claws into the opening mechanism to distort the shape of the metal. He turned and bolted in the opposite direction to avoid the explosion as the missile exploded while trapped inside the offending android, scattering shards of metal in different directions as the destroyed remains of the metal monster's body fell harmlessly to ground.

Doctor Octopus watched in annoyance as they trashed his squadron of robots, but from what he had head about the girl this outcome was not entirely unexpected. He was unsure of who the older mutant was, but the fact that their powers seemed so similar was something he found particularly intriguing, and for a moment he wondered if it was worth investigating. Of course he doubted that the Kingpin would give him any compensation, but perhaps the people who wanted the girl would be interested and quickly muttered another set of more specific verbal commands in the remote's speaker.

The female mutant glanced backwards to see how her ally was doing before turned her attention to the robots closest to her. She wanted to make quick work of them so that she could proceed to defeat the main enemy and move on to find another place to hide out. With a frustrated scream, X-23 tore through one of the few remaining enemies and ran in the direction of the mad scientist. Octavius looked slightly affronted by the savage attack and attempted to retaliate in a similar method to his previous bout with Wolverine, but he had not taken into account her agility. She flipped into the air and sliced off another one of his robotic limbs with relative ease.

"Enough of that!" Doctor Octavius shouted in frustration. He retaliated by wrapping the fourth metal coil around her wrists to restrain her from using her claws, suspending her in the air like a dangerous prisoner.

It seemed as though he had won for the moment, but she reacted accordingly to the situation. The girl shot him a death glare before kicking her foot upwards, releasing the claw hidden in her feet and slicing clean through her adversary's last mechanical arm. He attempted to flee the battle but she slashed him with a bone-shattering kick, sending the defenseless doctor flying several meters. The spike at the tip of her foot had only grazed him, but the bleeding slash running down the side of his shoulder had knocked the fight out of him.

X-23 crossed the battlefield and watched her enemy's disheveled form with pitiless expression. "It's over…" She prepared to finish the fight in the only way she knew how, but her prey had prepared for such an occasion.

"On the contrary, my naïve young friend… This battle has only begun!" Taking out his remote control, the insane inventor summoned two more automatons to protect him.

His attacker slashed through one of them, but while she destroyed it, the second seized Octavius and took flight high over the treetops to avoid capture. Wolverine turned his head for a moment as he heard the sound of rockets lifting off of the ground, his eyes catching sight of the flying enemy moments later. The same noise filled his ears again as the two he had been fighting took flight as well. Jets of flame burst from beneath the feet of the mechanized monstrosities as they moved into position several meters above the clearing.

"What the?" Logan watched the spectacle with a confused expression as the robotic drones hovered out of his reach.

The units lowered their arms into a downward position, shooting streams of fire at the surrounding trees. The flamethrowers set the grove ablaze, creating a ring of fire using the trees around the clearing that the battle had taken place in. X-23 coughed as the area filled with smoke, knowing that fire was bound to cause harm even to mutants with abilities like theirs. Wolverine despised the burning smell that filled his enhanced senses and guessed that she was feeling the same way as he made his way through the clouds of smoke and ash that had begun to form around them.

"Let's get out of here!" he called out, earning a small nod from his female clone.

The two began looking for the safest route possible, but Doctor Octopus knew the flames wouldn't be enough to delay them for much longer and acted quickly. Having used the sudden brushfire as a distraction, the mad scientist had the robots release a series of egg-sized capsules, which burst as they hit the ground, releasing clouds of powerful knockout gas purposely made strong enough to affect even the most powerful mutants. Wolverine sputtered as he received a whiff of the gas and immediately recognized the familiar scent.

He could feel his body shutting down, but by sheer will he fought against the urge to collapse and reached out to his companion. "Kid… Don't breathe the…" Logan began.

The man coughed again before passing out on the ground with painful groan, his vision blacking out moment later. X-23 covered her face with her hand in order to stifle the affects of the gas and quickly made her way to the safest path out of the burning clearing, but the sight of the fire brought her attention back to her uninvited companion. She struggled with herself for a moment before turning back to take him to safety, but the delay caused by her impulse had caused her dearly and allowed minuscule traces of gas to collect in her sinuses.

"Damn it…" The female mutant cursed the rare moment of sentimentality and began to wonder why it had happened to begin with, but the affects of the fumes soon took her out as well and she knew no more.

Otto Octavius watched carefully from above, the dancing of the flames creating a strange glow off of his sunglasses. He cared only that his two targets were incapacitated and was not particularly concerned whether or not the fire burned the entire forest to the ground. Once he saw the two figures below collapse, the scientist issued a verbal order for the other two robots to retrieve the bodies.

The flying automatons returned a minute later carrying the two unconscious mutants in their arms and the three flew off immediately into the sky. The mad doctor knew that the forest fire would attract the attention of the authorities, and the last thing he needed was to be sighted at the scene of a disaster, especially with his criminal record. Not that it would make much of a difference if the cops came after him, but a certain masked vigilante was bound to be involved too and he certainly wasn't in the mood or condition to deal with the web-head.

For the first time in a while, things were looking up for the multi-limbed villain. It would be wise for them to fly to a more secluded location so that they would not be seen by anyone, but his employer had an underground base somewhere nearby, which would be the best place to take them right now. In truth he had little interest in whatever his superior had planned for the mutants, but this violent encounter with them had given him a new source of inspiration. At the moment he looked forward to receiving the pay for this particular job.

At the Institute

Charles Xavier raised his head from his desk and observed the mutants gathered in his personal study. Sitting on the central sofa were three of his most trusted students, including a boy covered in a thin layer of fuzzy blue fur and a limp tail ending in a point. He had a darker hair color and wore a customized institute uniform with a dark red color theme. The girl sitting next to him had a decidedly more innocent appearance, her brown hair pulled into a ponytail behind her head. To her right was a taller boy wearing a plain shirt and jeans, his hair short and ordinary. When on missions the trio were known as Nightcrawler, Shadowcat, and Iceman.

Beast and Storm sat in the two chairs at the end of the coffee table, while Jean Grey and Cyclops seemed content on the loveseat positioned across from the sofa. A pale-skinned girl with a white streak running through her hair and dark makeup leaned off the side as if she wasn't keen on joining the others, her face looking towards the ground as if she were uninterested with the day's mundane proceedings. Her general outlook seemed only natural considering that Rogue was unable to touch other people without draining their memories and abilities, a power that could cause permanent damage to the victim.

The students and teachers all seemed to be engaged in conversations with one another, with the two older teachers speaking to one another while the mansion's resident couple seemed to be trapped in their own conversation. Nightcrawler and Kitty watched with slightly disgusted expressions as the Scott Summers shared a decidedly romantic kiss with his girlfriend while Iceman being the youngest person in the room seemed content to turn his head and plead ignorance. The couple turned their heads and realized that they were being watched by their friends, causing them to look away with a sense of discomfort.

"Can you believe those two, it's been months since they finally caved and decided to date…" Kurt whispered in his thick German accent.

Shadowcat frowned in agreement and leaned forward slightly, her hand bracing against the couch cushion on which she sat. "Yeah, and they're still at it even after all this time. Maybe they should get a room."

"After what they've been through, you still figure it would have happened sooner." Nightcrawler answered in a hushed tone. "Still, perhaps I should just be glad that you and Lance would have enough courtesy to get your own room."

The girl sitting beside him nudged him in the ribs at this assertion, eliciting a small squeak from the fuzzy mutant as he moved away. Jean let out a small chuckle as she watched the display, a smile also appearing on Scott's face as they turned to see what was going on. The four X-Men glanced at each other for several seconds, the silence between them only made less awkward by Beast and Storm's conversation in the background.

"You guys knew we could hear everything you were saying." Cyclops scratched the back of his head with a bemused expression.

Kitty Pryde shrugged her shoulders with a false puzzled expression. "Like, how do you guys know what we were talking about? The world doesn't revolve around just you two."

Jean responded by reading their thoughts for a second, her lips turning twisting into a knowing smile. "It's all right if you want to deny it, but it was pretty easy for me to find out the truth."

"There she goes reading minds again…" Nightcrawler mused out loud. "I wonder if she uses that ability when she teaches a class."

"Oh trust me, she does…" Iceman finally joined the conversation, groaning as the thought crossed his mind. "She nailed me when I was daydreaming yesterday. Talk about unfair, at least the teachers at school can't scan everyone's minds to make sure they're paying attention."

The female telepath smiled in amusement. "Well maybe if you even pretended to be paying attention to my lecture, I wouldn't have to check up on you so often."

"She's got you there, Bobby!" Cyclops added in casually. "You are getting better though! Instead of making ice clones and skipping class, yesterday you showed up and slept with your eyes wide open."

The icy mutant leaned forward in surprise. "You guys knew I wasn't awake?"

"While it was pretty convincing at first, the trick sort of lost its credibility after the first thirty minutes." Jean replied. "People generally don't snore when they're awake. To the two of us it was pretty much a dead giveaway."

Rogue raised her head and frowned. "Well that must have been lame." She commented in her southern accent.

As the conversation continued, one person remained left out. Leaning against the other wall was Colossus, who was wearing his usual attire, his face impassive as if he did not feel comfortable standing alongside with so many people who had previously been his enemies. The metallic mutant seemed reluctant to join in and stayed silent, his own eyes focused towards the ground as he thought about his time with the Acolytes. There wasn't really much conversation between them considering that they were Magneto's followers rather than friends, but he never took much pleasure out of being a member of that group.

The master of magnetism had picked his followers based on loyalty to his cause, and in the case of Colossus he couldn't even say that much. Magneto had threatened to murder his family if he did not join, leaving him with no other choice but to follow the man's orders. It had been a tough life, living abroad with little other company save for the other Acolytes. Gambit had been tolerable, but it was nearly impossible to get much conversation out of the others, seeing how they consisted of a vicious murderer, a drifter, and a slightly unstable pyromaniac. They certainly weren't the kind of people that most would want to talk to, but considering the circumstances it was probably better off that way.

Charles Xavier finished up his work and shuffled through the papers on his deck quickly, straightening them into a neat stack before depositing them into a nearby draw. A few minutes later, the Professor called the meeting to order with a shared telepathic message, immediately stifling the flow of independent conversation for the moment. Once they were all looking in his direction, he greeted them with a welcoming expression and a small gesture as if they had just walked into his study moments ago.

"Now that I have gotten your attention, I must apologize for calling everything together like this on such short notice." The psychic mutant began. "I have some small issues that would be rather difficult to properly address otherwise, so I would greatly appreciate it if you will all lend me your attention for the moment."

"What exactly do you want to tell us that's so important?" Scott questioned.

The Professor glanced at him for a moment before answering. "There are actually a few things that I would like to mention right now, but I feel that it is best if all of staff members as well as my most skilled students are present for this announcement."

Rogue cast him a disbelieving expression. "Why? I hope this ain't gonna be some kinda problem for us."

"It won't… or at least I hope not." The bald telepath replied tactfully. "The matter concerns a certain mutant that you all know who wants to join us here at the Xavier Institute. He has already received my approval, but due to some less than savory aspects of his past, I have decided to address this issue with you all."

The room's inhabitants glanced at one another with puzzled expressions, their eyes settling on the large muscular man stand away from the main group. The metallic mutant looked away under the scrutiny of so many gazes, but at the very least he was relieved that none of them looked outwardly hostile toward his presence. Storm had already heard the truth of the matter from their leader and knew what the Professor was talking about, but decided to remain silent about it for now and watch to see how the meeting played out.

After a brief pause, Cyclops spoke for his peers. "While we appreciate this, I don't think any of us really have anything against Colossus, nor did we argue when you appointed him as an instructor and welcomed him into our ranks. You already addressed this subject to staff earlier, and we don't have any objections."

"He saved my life more than once when we were trapped in that tomb in Egypt." Kitty explained with a soft expression. "He was even worried about me when we got separated at one point. He earned my trust a long time ago as far as I'm concerned."

"I was there that time too, and never got a bad vibe off of him. He also helped out during that battle with Apocalypse if I am not mistaken." Nightcrawler added with a confident nod.

The Professor seemed to smile if only very briefly before speaking again. "It is good to see that you all trust my judgment and have given our new friend a warm welcome, however the person I speak of is not him."

Iceman sat back up to pay better attention, having been loafing around in boredom just moments earlier. "Well if he isn't Colossus you're talking about, then who is it?"

"I was just about to say…" Xavier replied with a small nod. He fell silent for a moment before speaking again, gently folding his hands on the surface of his desk. "Although very few of you are aware, I received an uninvited guest earlier this morning who was former comrade of our newest member. You may know him as Gambit…"

Murmurs went up among the younger members of the assembled group as they broke out into whispered conversations once more, but Rogue looked as though she were expecting this from the very beginning, or maybe for some strange unspecified reason she had been hoping for this for some time. She felt a strange heat enter her cheeks, but quickly shook the feeling off as she at last stepped forward to express her own views.

"What makes ya'll think this'll end well." Rogue asked with a look of doubt. "I mean, he wasn't bad to me during that mess in New Orleans awhile back, but I can't say he seemed completely trustworthy either. On top of that he used to be one of Magneto's guys too."

Shadowcat nodded in agreement. "Yeah, she's right… Besides, the guy always seemed really shifty to me from the few times we ran into him."

"Definitely…" Kurt added in with a frown.

Xavier eyed them carefully from behind his desk and for a moment he seemed reluctant to answer the question. After a few seconds, the bald telepath relaxed his shoulders, his expression becoming one of calm understanding. "I understand your concerns, having felt the same sentiments myself to a certain extent. Nevertheless I did speak to him this morning after Logan left, during which I asked him some questions."

"What exactly did you conclude from his answers?" Beast questioned the telepath.

The Professor sat up a little straighter than before, his eyebrow furrowed in thought for a second of two. "I sensed no hostility coming from him, and nothing about his tone indicated that he was planning anything unsavory."

Cyclops frowned slightly. "Did he have any good reason for wanting to join?"

"In truth he did not specify a reason for wanting to become one of us, but I believed that his reasons are his own and did not pry any further. I have no answer to give, because at the time I felt it would be an invasion of privacy to enter his mind." Charles Xavier replied.

"I am still not certain if this is a good idea, Charles." The white-haired weather witch sitting in one of the armchairs rested her hands in her lap, her shoulders tensing slightly. "I support your good decision if nothing else, but for the sake of the institute, I also hope that you have not misjudged this one."

The Professor inclined his head slightly. "Thank you for the support, but I was not finished speaking quite yet. As the situation stands now, I agreed to grant Gambit what he desires, that being a job as an instructor at the institute. Due to the sensitivity of the subject, the condition is that all of you, or at least most of you give him your support for this appointment."

"So what you're saying is that the decision is really up to us?" Shadowcat asked with a look of uncertainty.

"Basically yes…" he replied with a comforting expression. Once he was finished with her, the mutant telepath turned to address the group as a whole once again. "Before we begin I would hope that none of you do not let my decision affect what yours. Now then, does anyone else approve the decision?"

Storm raised her hand solemnly, her expression unreadable for the most part. Her gesture was closely followed by Beast, Jean, and Rogue, and after a pause they were joined by Shadowcat, Nightcrawler, and Iceman. Cyclops was the last person to raise his hand, his face displaying a sense of uncertainty, but he seemed satisfied so long as the others were willing to give their new guest a chance. As they lowered their arms he thought that the vote was unanimous, but one person in the room had still yet to express their opinion.

The Professor rolled his wheelchair out from behind his desk and past the place where his X-Men were sitting, and pulled up behind the muscular mutant standing away from the others. He seemed as though he were trapped in his own thoughts and did not see the telepath approaching, but Xavier and tapped him on the arm, effectively catching him off guard and calling him back to his senses.

"I did not mean to startle you, but perhaps you would be kind enough to cast your vote." The bald man said kindly.

All eyes were on them, but Colossus seemed a little less withdrawn then he had before. "You have my apologies… I have not been among your ranks for very long, therefore it is not my place to say."

"Although you were only granted the post this morning, you are officially a member of this team, and for that reason alone your input does matter to us." Xavier explained. "I daresay, since you served the Acolytes alongside Gambit, it is possible that your opinion may prove more influential than even my own."

The muscular mutant seemed to hesitate for a moment as he made eye contact with his new superior. "I never sensed anything evil about this man, save for his upbringing as a thief. I do not know why he wishes to join the X-Men, but my own situation is no different then his. When I spoke to him this morning it appeared he was genuine, and anyone willing to change deserves a chance."

"Thank you very much…" the Professor replied as he swiveled his chair around to face the rest of the group. "I am proud that all of you are open-minded enough to give our newest recruits this important opportunity."

"I don't see why not, but I believe that we should keep an eye on Gambit if he chooses to live here with the rest of us." Cyclops waited a moment after saying this, quietly eying the room's occupants through his ruby quartz glasses.

Storm ran a finger through her ivory hair, gently pushing a stray lock out of the way before looking back at her old friend. "While I trust your judgment Charles, I must second this notion as well. I do not believe it is wise for us to trust anyone when we have so many enemies."

Their leader nodded to signify his compliance. "Very well then… As mentioned before, I have a few of these doubts myself concerning this particular subject. If it makes you feel any better, our newest recruit hardly seems like the type to spend much time in one place, but on the same hand it might not be such a bad idea to keep an eye on him while he is here."

A murmur of agreement swept through the room as the other X-Men silently discussed the situation, but Rogue and Colossus did not seem keen to contribute at the moment. Bobby was also a little bit bothered by the content of the meeting, but being the youngest person in the room, he was less likely to place any objections. The icy mutant had yet to be officially inducted into the main team, but the Professor had agreed to discuss this matter with him soon. Beast seemed rather calm, probably having anticipated this reaction from the others.

"Professor, perhaps we should give them the other announcement before adjourning this meeting." Hank McCoy suggested.

"Thank you for reminding me." Xavier replied, his expression becoming unreadable again.

Jean Grey rested her hand against the side of her face, looking up at her mentor with a pensive expression. "Is there something wrong that we should know about?"

The Professor shook his head, and seemed a little bit less apprehensive than he had a moment before. "As far as I know there is no problem, but Cerebro recently detected the presence of several unidentified mutants in the area where we recently dispatched Logan. I fear the possibility that he may run into trouble if this has not already happened, especially since one of the recognized mutant signatures was that of Sabertooth." While I would trust him with my life, those of us who know him best are well aware that Wolverine can be impulsive at times and an encounter with his old enemy might cause trouble."

Cyclops rubbed the back of his head. "I'm not worried too much about Logan. He's the guy that taught most of us how to fight and survive against even the toughest odds. Even if he does run into that oversized cat, I'm pretty sure he can handle it."

"That is true, but earlier this morning I experienced a feeling of dread…" he replied.

Shadowcat leaned forward with a confident smile. "C'mon Professor, it would take a lot to beat down someone like Wolverine. I mean… It's not like you sent Bobby on this dangerous mission all by himself." Kurt let out a small snicker as he saw the expression on the teenager's face, which became a small laugh as Jean Grey and Kitty displayed similar reactions.

"Ha ha, very funny… I'm actually getting a lot better!" Iceman retorted with an insulted look.

Xavier folded his hands with a look of amusement. "I've been considering adding you to the active roster on a trial basis seeing how many times you've come through for us during important missions. Perhaps we can discuss this in detail later."

"Oh yeah!" The icy mutant raised his fist in the air.

"All that aside, do you really think anything bad will happen to Wolverine on this mission." Cyclops quickly interrupted the boy's celebration.

The Professor inclined his head solemnly in thought. "I fear that the larger numbers of mutants surfacing has gained Magneto's attention. If we do not hear from Logan for an extended period, I do intend to search for him. As much time as he likes to spend by himself, Logan is usually very good when it comes time to checking in after an assignment. If he does not return within a certain time period, I fear we may have no choice but to assume the worst."

"Talk about a real downer…" Kurt replied with a glum expression.

Beast responded with a small sigh. "For now I suggest that we worry about what our old friend is up to. If Sabertooth is in the area then it's a possibility that Magneto isn't far behind."

"Which is why the rest of us must be ready for the worst." Charles Xavier paused for a moment before addressing the group as a whole. "That will do for now. I believe there was a training session scheduled for this evening in the danger room. Ready yourselves so we can meet downstairs in an hour, and remind the other students if you see them before then. You are all dismissed…"

With Magneto

As the most prominent members of the X-Men held their gathering, Magneto had called together a meeting of his own. Hidden deep in the mountains out of sight of prying eyes was a large metal dome that likes of which few people had ever seen. Of course he was reasonably safe hiding out here, especially since the winter sports season had not yet begun, and few people came this far into the mountain forest at any rate. It was the perfect place to hide, especially considering that few people but him could open the dome to enter or leave without his help.

It was in these hidden bases he had built all over the world that he felt the most at home. The entire dome was composed of solid metal, as well as a great deal of the inside, meaning that anyone within the base was instantly at his mercy so long as they stood within the confines of his domain. The place was very large and provided ample living space for the people who had chosen to become his followers. As he floated through the air, Magneto ascended a flight of a stairs and appeared in the main room where some of his followers had already gathered.

The hall was a large room with a giant table in the center, several chairs surrounded the sides and many were already occupied by his loyal Acolytes. A man wearing a red outfit and a semi-transparent visor sat in the chair closest to the door, his hair was a bright orange and a sense of madness radiated from him. He was Pyro, one of the original members of his team, and perhaps one of the less stable members. It seemed that he found enjoyment through watching other people struggle, which often affected his style of fighting.

Magneto took a brief glance around the room before looking down at the group's resident pyromaniac. "Where is Sabertooth?" he hissed impatiently.

"Don't know exactly where the pussycat ran off too." Pyro replied in his noticeable Australian accent. "The bloke was in a right foul mood when he left yesterday… Never really told the rest of us where he had run off to."

"I see…" The magnetic mutant turned and glided away, his eyes landing on each of his followers as he moved.

Next to Pyro sat a strange woman with a pinkish complexion and complimentary hair, a tight green outfit covering her most outlandish features while showing quite a bit of her legs. Her eyes were green and a pair of belts adorned her waist, and a matching neckband covered the lower half of her throat. She wore a quiver like attachment behind her head, but instead of arrows she had a series of crystals hidden within the material. Green bands covered most of her lower arms, stopping at her wrists to reveal her unusually colored hands. She was known to other mutants by the name, Blink…

A man with a muscular build sat across the table, most of his face concealed by the presence of a red mask that hid everything but his eyes. He wore a form-fitting blue and red outfit, complete with matching boots and gloves, the garb revealing his strong physique. The mysterious mutant wore a metallic belt and matching shoulder pads over his regular clothing, giving him a rather strange appearance at the same time. They called him Senyaka…

Strangest of all was the mutant sitting a considerable distance away from the others. He was bestial in appearance and noticeably large. His head was noticeably spiky and his body large and muscular, his size and appearance alone was enough to frighten most people. The mutant's gaze was particularly striking, seeing as he had two completely different colored eyes. His left eye was red, and his right eye was an unusual silver color.

Their heads turned as their leader glided to the front of the room, his gaze cold and powerful as he turned to face the assembled mutants. "It appears that everyone who is going to attend has arrived." He stated with an air of annoyance. "Regardless of that, the time has come for those of you who are loyal to prepare for the future!"

The monstrous member of the group inclined his head politely, something that seemed rather odd judging by his beastly appearance. "With all do respect, I wonder where you have drawn this conclusion. Certainly the humans despise us, but how can we be certain that war will be the outcome of this hatred."

"The answer is simple, Mellancamp… As our race evolves ever stronger, the humans feel threatened by our presence." Magneto replied with a grimace.

"Heh, humans are a waste." Senyaka stated bluntly.

Pyro let out a hysterical laugh, his eyes burning with amusement. "Just let em try and hunt us down, I'll roast the humans alive."

His superior glared at him, his hand tightening into a fist moment later. The man's laughter extinguished almost immediately as the metal chair he sat on sprung to life and began choking the life out of him. Blink moved away from the fiery mutant as he gagged, a small look of concern crossing her features. After waiting a few moments, Magneto released his grip, bending the chair back to its original shape. A look of anger flashed across the armored man's face for a moment, but he decided against lashing out again.

The victimized mutant struggled to his feet with wary expression, massaging his throat carefully as he sat back down. "Have you gone completely wacko, mate?"

"These dangers are very real, Pyro… If you take my words lightly you may later wish you had died by my hand." Magneto replied cryptically. He turned back towards the others. "I saw many things while trapped under the influence of Apocalypse, including the knowledge of something that we can use to save our race from destruction when the time comes."

Mellancamp shifted uncomfortably. "Would I be correct to assume that this thing you speak of is some kind of weapon?"

Life seemed to fill Magneto's eyes for a moment. "Yes! The weapon that Apocalypse used to rule over the land was not the only ancient technology that he left behind. You may remember how he intended to transform mankind into mutants, but was only part of the story… Within an underground temple somewhere in China, he discovered a different piece of technology with unparalleled destructive potential, the ability to create and unleash natural disasters on command, the power to twist this planet and all of its spoils to the wielder's bidding… He planned to use it in the likely case that he would need to force the transformed populace to submit to his new world order."

"Such technology does not exist in modern society." Blink replied with thorny expression. "Even if such a thing did exist, would be willing to obliterate mankind?"

Magneto shook his head once. "Such a drastic measure will not be taken, but this weapon will allow us to fend off those who oppose us, and teach mankind their place beneath is. Whether they wish to admit it or not, we are the future… not them…"

"Hold on just a second. It all sounds pretty good, but what makes you think it'll be that easy to figure out." Pyro added.

Their leader seemed to consider the subject in silence before speaking. "That is precisely the problem I wish to speak off. The ancient ones feared what would happen if this wondrous technology fell into the wrong hand. After the sealing of Apocalypse, his followers stole the power source of this machine and hid it away."

"Do you know where to find this object we seek?" the bestial mutant questioned.

"Unfortunately it is not that simple." Magneto answered calmly. "There were three crystals that powered the machine, and furthermore it is protected by a door much like the ones used to prevent the release of Apocalypse. We must find the key, as well as the power source before this dream can become a reality. This is why I called you together…"

"You want us to go hunting after a key again? That's not something I haven't done before." Pyro replied with a chuckle.

Mellancamp looked over at his master. "Would I be correct to assume you already know where to find these artifacts?"

"I know where the first crystal can be found, but more research is required for us to locate the other objects." Their leader replied with a satisfied expression. "I took Sabertooth to New York with me so he could grab the artifact from the museum while I searched for more information on the subject and attempted to recruit more mutants for the cause. Seeing how he has not yet returned, it appears that a simple robbery was beyond his abilities…"

"Either that or the pussycat got sidetracked chasing down a mouse." Senyaka hissed with a note of amusement.

The fiery mutant sitting across from him frowned. "Or maybe the bloke ran into one of them X-Men on the way."

At this assertion Magneto's anger seemed to surface, causing the whole room to shake violently as he released his power on the surrounding dome. His Acolytes glanced around with looks of surprise, although the masked Senyaka seemed to find their leader's reaction more interesting than frightening. After a minute the room seemed to stand still once more, but their leader looked positively furious.

The master of magnetism revealed an angry look. "Although I doubt they know yet, we cannot allow the X-Men to know of this plan. If Charles Xavier finds out about what we plan to do…" Magneto spun around again and headed for the exit, signaling for the others to stand as well.

The four mutants stood up and began to follow. "Blink, I want you to head to Europe and find Mastermind… Begin an investigation and do not return without answers!" he shouted. She turned around and vanished into thin air, leaving behind no sign that she had been there to begin with.

"What do you require from the rest of us?" the beast-like mutant asked.

"Head out and find Sabertooth as soon as possible. Once you do, bring him back here to explain why he failed to complete the task I set for him." Magneto ordered, eliciting a small salute from Mellancamp. The Acolytes followed their leader to the exit as he opened the dome. "The rest of you are to come with me… We're going back to New York…"

Note the Readers: Well here's the newest chapter, hope you enjoyed it. Still lacking on the number of readers, but I'm glad that some people were willing to give me some reviews last time around. Reviews motivate me to update fast, especially detailed critiques of the plot and characters. I also like guesses and ideas for future chapters, seeing how it helps give me ideas for the story.

I hope you liked the people I chose for Magneto's New Acolytes. I added Mellancamp because the guy was noted for that role in comics and other cartoons, and Senyaka because the murderous nut has some interesting powers… Blink just seemed useful, and she used briefly in that newer cartoon, Wolverine and the X-Men. I hope the spelling and grammar wasn't too bad. I guess that happens when you write stories late at night.


	5. Chapter 5

**Chapter 5: Looming Threat**

Disclaimer: I do not own any Marvel characters or logos.

Night had fallen in New York, and Magneto had already made his preparations to steal the first artifact from a museum. It angered him that Sabertooth had run off to who knows where, but he did not wish to waste anymore time at the moment. Thinking back he realized that it might have been better to send Blink to accomplish this robbery, but at the moment he was more interested in finding out where the other artifacts were, and that is why he had sent her to find Mastermind.

While the mind-warping mutant was somewhat of a coward, he was useful in his own way and would certainly help in their search. Seeing how he had no idea where the man had disappeared to after the Apocalypse incident, it was probably wise to send someone more tactful than Pyro to track him down. While loyal, the fiery mutant often displayed fits of sadism that would not bold well for a simple search mission. Second of all, if the X-Men became involved with this they would recognize his powers, unlike Blink who they had yet to encounter.

At this point it seemed like a game of chess, and after Sabertooth's failure to accomplish a simple task, he would have to be more careful how he set up the pieces. He was glad that the X-Men had not yet stumbled onto his plans, but at the very least it seemed that a sense of stealth would be required for them to stay below Xavier's view. The cloaking technology Magneto employed was always helpful there, but it would only provide them so much cover.

The master of magnetism made sure the streets were clear before appearing out in the open, closely followed by his two assistants Pyro and Senyaka. He held up a hand to signal them to follow before heading towards the doors to the museum. It seemed as though the curator had gone home, and no one was within sight, meaning they were safe to enter. Taking one last look around for safety measures, Magneto unlocked the doors with his powers and floated over the security lasers that coved the floor like a net.

"Fan out…" he ordered them. "If you find the artifact that we seek, alert me at once."

"No problem, mate." The fiery mutant whispered, turning to search another hallway.

Senyaka sauntered off in the opposite direction, not bothering to verbalize his compliance at the moment. His leader did not object as the three mutants parted ways to search different areas. Magneto began his own search, having been here during its business hours to familiarize himself with the territory.

He observed a few of the exhibits, silently searching for the crystal that he had seen during a previous visit to the museum. Due to the large amount of artifacts present, he had forgotten exactly where the one he was searching for was located and searching in silence. Before proceeding in the next hall, he concentrated his powers on a few cameras and demagnetized them to prevent detection and continued onwards with his search. With a second wave of his hand, he repeated the process with the rest of the security system, disrupting the building's wiring and shutting down the flow of power to the main floor.

Magneto continued his search for several minutes, but the lack of light made it more difficult to pinpoint the crystal's exact location. He remembered the museum's layout, but there had been several similar displays in the room where it was hidden. As he reached the room, the sound of unfamiliar voices talking quickly caught his attention, prompting him to react in a hostile manner. Raising his hand, he magnetized the door leading upstairs to prevent uninvited guests from walking in on them.

From what they were saying it was apparent that the men trapped behind the door noticed the problems with the security system, and had come down to investigate. Magneto prepared to knock them out using he door itself as a weapon, but the sudden appearance of his newer Acolyte quickly diverted his attention.

Senyaka positioned his back to the section of wall next to the entry and seemed to nod. Knowing his subordinate's power, the master of magnetism released the door, revealing two men in security staff outfits carrying flashlights. Both of them gasped in shock as they pointed their lights at the masked mutant, but he reached forward, grabbing them both by the throats with his hands. The two guards weakened as he drained their bioelectrical essence, finishing the move by smashing their heads together with deliberate force.

Magneto eyed the two unconscious forms with a look of disgust. "That was unnecessary…"

"What about that thing we came here for?" the masked mutant questioned as if he had not heard the other man's comment.

Pyro entered the room through a door on the opposite side and immediately joined them. He eyed the two security guard passed out on the ground and guessed what had happened as his eyes settled on his fellow Acolyte, but made no comment as he thought about how scary Senyaka's abilities could be sometimes.

"So, you blokes find anything yet?" the pyromaniac questioned in his Australian accent.

Magneto swept in the opposite direction and continued to search the room beyond, his underlings following closely behind. He moved aside as they crossed the threshold into the next area, gesturing to the man standing behind him to proceed. "Pyro… Light the way." He ordered.

Igniting a fire in his hands, the mutant used a ball of fire as a lantern so that they could get a better view of the exhibits through the veil of the darkness that surrounded them. He stepped forward and expanded the size of his light, making certain to contain the blaze so that it did not grow too large and spread to the carpet of walls. Setting the entire museum on fire would attract a lot of attention that they didn't need right now. The flicker of the flames illuminated the room's exhibits in a feeble glow, but after a moment their leader seemed to have seen something.

The master of magnetism glided forward and set himself down near one of the smaller cases, his eyes coming to life as he gazed upon the artifact trapped within. The light from Pyro's lit fire reflected off of the surface of the exhibit, revealing the gleam of a ruby inside of the glass case. One of the things that he desired most was with his grasp, giving him a feeling of deep satisfaction that he had not felt in a while.

"Open it…" Magneto ordered, gesturing towards the protective cover.

"With pleasure!" Pyro replied. Stepping forward, he began heating the protective layer of glass with a concentrated stream of fire, but was quickly interrupted before completing the task.

A whip shot out in their direction, shattering he glass case into shards and seizing hold of the ruby within with a well-placed lash. Magneto shielded his eyes with his cape to avoid the impact of the broken glass and glared at his subordinate as Senyaka pulled the end of his weapon back towards him, along with the artifact that they sought. Their leader seemed less than amused by the violent approach, but his anger evaporated as the masked mutant handed him the crystal.

"It doesn't look so special." Senyaka replied in a gravely tone.

The master of magnetism motioned for Pyro to produce his light and held the crystal up the roaring flame. "Take a look at the side of the gem and see the truth. Many of the ancient symbols engraved on the side are undoubtedly the same as those engraved on the main unit for the eye of ages. I did the research to find out the truth… This is the first artifact that we seek."

As he spoke, some of the runes seemed to be giving off a glow of their own, something that did not go unnoticed by the three mutants. It took a moment for the glow to disappear, but before Magneto could pocket the hand-sized ruby, a strange substance shot out of the darkness and seized hold of the gem, pulling it away from them. Pyro expanded his fire to illuminate the direction that the attack had come from to find a man crawling around on the ceiling in a way that would have been physically impossible for anyone else.

Although a mask and costume he wore concealed his facial features and protected his identity. His rest of his costume consisted red and blue outfit with what appeared to be web like patterns covering his body, the insignia on his chest resembling a spider, most befitting of his ability to cling to walls. Realizing that he had been seem, the man flipped around an landed on his feet, several meters away from the thieving mutants.

"It looks like a pretty valuable stone, but unfortunately it belongs to the museum which means that taking it would be stealing." The newcomer replied with a note of sarcasm, giving the crystal a playful toss. "If you guys are looking for some jewelry, I suggest you check out the store a few blocks down."

His subordinates stepped forward with murderous intent, but Magneto held out his arm to stop him and turned to face their new adversary. "I do not know who you are or why you have chosen to interfere with my endeavors, but I will give you fair warning… Give that relic to me, or you will sincerely regret your defiance."

"Around here they call me Spider-man, and you'll find I'm not the kind of guy who just looks the other way just because some creep in a cape says so." The masked hero replied.

Raising his hand, he shot a piece of string at the villains, but Pyro reacted quickly, burning the webbing by raising a wall of fire around them. The masked Acolyte standing beside him slung his whip forward, forcing the masked man to dodge. Spider-man leapt out of the way with an agile leap and landed on a nearby wall, crawling out of range of the strike with a surprised yelp, barely managing to escape the fate of the security guards that had also experienced Senyaka's deadly touch.

Magneto's eyes narrowed as he eyed the wall crawler, his patience beginning to slip. "Remember that you have brought this upon yourself." Swirling around, the mutant master singled his two subordinates. "Retrieve that artifact! Do whatever it takes, but do not damage to crystal!"

The fiery mutant let out an insane cackle as he released a much large fire, causing the entire room to light with the glow of flickering flames. The walls of fire expanded so that they blocked the doors leading out of the room, while he used the remainder of his fire to attack their enemy. Pyro laughed maniacally as the towering inferno expanded through the large room around them, and began tossing blasts of fire at the crime fighter. Senyaka seemed glad to have an excuse to go all out and immediately headed out into battle.

"Anyone for grilled spider!" Pyro shouted, tossing a few balls of flame into the air.

The fires seemed to gravitate towards their enemy as he manipulated the directing they moved, but Spider-man jumped to another wall and retaliated with a particularly large blast of web. Pyro burned the attack with a blast of flame and fire off another one, forcing his opponent to dodge once again. The masked vigilante was relieved he had dodged the inferno, but they pursued him as if guided by the enemy's will.

"Is that the best you guys can do?" Spider-man called out mockingly as he jumped to safety. "I guess there's no challenge fighting three men who steal jewelry."

Senyaka lashed out wildly, flailing his weapon as he launched into a full pursuit. "Stand still and we'll see if you're still laughing!"

He jumped to avoid the incoming fireballs, but his spider sense alerted him to another threat. The hero flipped around in midair to avoid the touch of Senyaka's glowing whip. Although he had no idea what the masked mutant's powers were capable of doing, he had no desire to find out anytime soon and continued to avoid attacks. It seemed futile as he spent a minute leaping around, watching craters and burn marks appear in places he had been moments before as he moved from place to place.

Pyro came from the opposite direction, his flamethrowers positioned to attack. "How's about I treat us to some barbequed spider bits." He screamed, sending a large plume of flame into the air in an attempt to burn his prey.

Spider-man leapt again to avoid a roasting and retaliated with few web blasts that were incinerated before they could touch the villain. Not only did the fiery villain prevent his webs from working properly, but it seemed as though both enemies were aiming to kill. Their leader had not yet attempted to attack, but the helmeted man gave off a powerful presence that made him glad he was not involved yet. A single blast of fire grazed his shoulder as he tried to escape, but the pain slowed him down just enough for someone to catch him off guard.

The hero watched as Senyaka swung his whip-like weapon forward, but the distance was great enough for him to counter attack properly. Shooting a bit of webbing out, he managed to stick the webbing to the man's leg and counter by pulling the man's legs out from under him with a powerful tug. Spinning him around in a circular motion, Spider-Man threw him into the air and sent flying toward Pyro. The fiery villain screamed as his comrade's body crashed through the wall of fire surrounding him.

Senyaka's psionic whip made contact with Pyro as they smashed into each other, the attack meant for Spider-man accidentally draining his ally's energy as they fell onto the ground in a crumpled heap. The two mutants tumbled into a nearby wall, the vibration causing a metal shield hanging on the wall to land on his head. He toppled over sideways from the impact, as the weakened Pyro struggled to his feet in an attempt to fight back, but a series of web blasts quickly bound them both to the floor.

Pyro attempted to heat the webbing that held him, but the fire didn't seem to work. "What the hell is this stuff?"

"I changed my weapon to fire a special heat resistant webbing… Glad you appreciate it." The wall crawling hero boasted with a note of humor.

"Enough!" Magneto glided forward with a malevolent aura, his gaze hardening as his eyes settled on his two servants. "You will pay for interfering in matters that you cannot possibly understand."

"Well unfortunately for you, my job doesn't earn that much. Why don't you pay this time and we'll call it square." Spider-man joked.

The master of magnetism raised his hand towards the hero, who seemed to sense hostile intent and retreated to the other side of the room as a precaution. Before he could respond, the swords on display on a nearby wall sprung to life and skewered the spot where the arachnid had been standing. He swung into the air with some well-placed webbing to avoid the flying blades, but a large metal flagpole sitting across the room floated into the air and hammered into his mid-section before wrapping around his arms and legs. The result caused him to crash into the opposing wall and hit the floor, the jewel he had been holding slipped from his flailing hands and rolled away.

Spider-man tapped into his enhanced strength in an attempt to escape the hold, but his captor clenched his fist, causing the swords from before to stick into the ground inches from the his head. The sudden assault surprised him, as he had never before encountered an opponent quite like this. His eyes widened in shock as several metallic objects floated into the air and began raining down upon him in a violent manner.

He struggled again, barely managed to roll out of the way as an iron statue in the corner of the room almost crushed him. "I know I'm gonna regret asking this, but who are you?"

"I see no reason to tell you…" Magneto remarked coldly as he raised his hand to silence the hero, but the sound of police sirens diverted his focus.

A familiar whip from before wrapped around the web-slinger's arm, causing him to moan in pain as the touch seared at his flesh. Before Senyaka could deliver the finishing blow, Magneto raised a hand to stop him, to which the masked mutant retracted his weapon. Their leader used his powers to manipulate the swords again, this time using them to sever the binds that held his other subordinate. Pyro joined them moment later, but his attention seemed to be stolen by the sound of police cars arriving on the scene.

Magneto turned around his back to the fallen hero. "We have what we came here for… It's time to go!" he replied with a tone of finality.

His minions quickly headed for the door, but Magneto summoned three large metallic orbs with a wave of his hand, which smashed through the nearest window, destroying large chunks of the wall as they appeared. The Acolytes and their leader stepped into the orbs and were immediately swept away to safety, leaving behind a very shocked superhero, who could do nothing as the gigantic metal objects floated through the nearby hole and vanished into the night sky. His eyes widened in shock behind his mask as the villains escaped, taking with them an artifact of unknown value.

With great effort, he managed to break free from his binds and struggled to stand, an intense pain throbbing where the masked mutant had burned into his flesh with that strange whip. "Great job Spidey… Couldn't even stop three thieves from getting away with the goods!" he muttered sarcastically.

Next Morning

It was seven in the morning as Professor Xavier sat in his personal study, hoping for some peace and quiet for a change. He sat back with a cup of coffee and a stack of paperwork, glad that most of the students were still sleeping late so that he could have some time to himself. Despite the early hour, the man was already dressed and ready for a hard day's work. He had already made the run to the basement to check on Cerebro an hour ago, and was now making some preparations for future students and staff. He stared out the window and seemed to find peace with the beauty of nature, seeing how it was such a nice day out as compared to the storm that had dominated the sky two days ago.

With new recruits joining the X-Men, and the possibility of receiving new students at the institute, he had been quite busy with paperwork and meetings with his staff these past few weeks. Things had been particularly hectic the past two days with Gambit and Colossus joining up, but to make matters worse his dreams last night were filled with dread. It made him wonder whether or not it was connected to the visions he had received from the mind of Apocalypse, but the feeling of unease he had harbored the last twenty-four hours had yet to go away.

A moment later his thoughts returned to Logan's mission, but he quickly tried to push the thought aside. He had not seen him of X-23 on Cerebro's readings this morning, but maybe a lack of them using their mutant abilities was good thing. For Wolverine it would have meant that he was in the middle of a fight, a thought that did little to ease the telepath's weary mind. Perhaps he had been fortunate enough not to run into Magneto or Sabertooth while searching the general area for the girl.

He meditated for a short while on the day's events, but the sound of a phone ringing snapped him back to reality. The bald mutant picked up the phone on his desk and answered. "Hello…"

"Is that you, Professor Xavier?" a familiar voice sounded from the other end.

Charles Xavier looked surprised to hear this particular voice, but quickly regained his composure. "Angel… It has certainly been awhile since we've heard from you. Perhaps you have reconsidered my previous offer then. You know that there is a place for you among the X-Men should you ever choose to accept."

"While I appreciate the offer, that's not the reason for this call. I discovered something this morning that I think you'll find most interesting." The winged mutant's voice came from the receiver.

"You may explain…" the Professor replied, his voice wavering slightly as he made an educated guess at what was going on.

"I know it's still early, but the local newspaper managed to squeeze in a story from early last night. There was a break in at the museum downtown, and several metal orbs were seen fleeing the scene shortly after." Angel explained with an inflection of concern. "I assume that you know where I'm going with this story."

The telepath sat back in his chair, his shoulders shifting uncomfortably. "It appears that Magneto is up to his old tricks, although the limited information you gave me does little to help us learn what he may be planning. Do you know anything else?"

"There's really not that much detail, but the museum curator was contacted after the robbery, and he claims that whoever was there stole a single crystal. It's obvious that Magneto wasn't trying to get rich considering that the other jewels in the case were untouched." The other mutant replied in a thoughtful tone.

Xavier looked slightly concerned by this bit of news, and fell silent as he made his decision. Perhaps the others would not be happy, but the idea that Magneto had finally resurface made him wonder if it had anything to do with why Logan hadn't called in yet. These discomforting thoughts danced through his mind for several minutes as he considered the options. This time he believed that it would be a good idea for him to investigate personally, but the question remained of who would accompany him. Perhaps it was a good time to test his newest X-Men… He would have to leave someone behind to watch the students, meaning that Hank would probably be left out of this mission, but Cyclops and Jean would probably be willing to come if he explained the situation, as well a many of the older students. It was also a good opportunity to test Iceman to see if he was ready to move up.

"Professor?" Angel replied, wondering if the other man had hung up.

"Oh yes, my apologies for making you wait, but I believe we had better come to New York to investigate personally…" Xavier replied in a collected manner. "I know that you are acting a an independent, but I would greatly appreciate it if you would wait until we arrive before acting upon any clues. You are more than welcome to join for this mission."

The winged mutant nodded even though the gesture was pretty much meaningless during phone conversations. "I believe you already know where I live right now. Contact me when you arrive and I'll be there to help as soon as possible."

"We'll see you then…" The telepath replied, hanging up the phone rather quickly. Despite the calmness he had experienced this morning, this day was about to become another mission. He just hoped that Magneto was not planning anything big this time, although something told him that the feeling of dread he had been experiencing was connected to whatever was going on now with their old nemesis.

With Wolverine

Wolverine opened his eyes for the first time in hours to discover that he was no longer stranded in the wilds. For a moment he wasn't what to think, but as his vision cleared the strange new surroundings slowly came into focus. From the looks of the room, he appeared to be trapped in some kind of lab. The room was dark and dreary, but he could make out several tables and a large number of computer terminals, only of a few of which appeared to be active at the moment. The walls of the room were plated with some kind of metallic paneling, making him think briefly of the SHIELD headquarters, but the atmosphere even less inviting if even possible.

An attempt to moved his arms and legs quickly told him that he was bound and shackled in a position against the wall to prevent him from using his claws to escape. A painful throbbing in his head quickly distracted him from the mess he had awoken to find, but his thoughts quickly returned to the battle that had taken place many hours ago. He remembered an encounter with Sabertooth, and shortly after that a freak with mechanical arms had shown up to capture X-23. They fought off an entire squadron of shoddily built robots, only to find themselves trapped in the middle of a forest fire and doused with some kind of sleeping gas.

Things began to get fuzzy after that point, leading him to the simple conclusion that he had lost consciousness, but the last thing he could recall was a hand reaching over to help him to safety. Just now he remembered that X-23 had been with him at the time of the fire, but a small noise coming from beside him caught his attention. A quick glance to his left told him that she was alive, but the child was trapped in much the same manner that he was, heavily shackled to the wall in an upright position with no way to use her abilities.

With an angry snarl, he struggled against the binds that held him, but to no avail. For all the effort he placed into trying to break free, the shackles around his wrists didn't even budge, and the ones holding his ankles were fastened just as tightly. It was obviously apparent that the enemy had absolutely no sympathy for their plight, let alone enough to make the incarceration even a little less painful. Concentrating harder, he attempted to break the binds once more time, but before he could place his effort in, a searing pain tore through his entire body.

Wolverine let out a growl of pain as a powerful jolt of electricity tore through his body, unable to thrash around due to the binds that held him in place. The powerful surge felt as though it were grilling his insides like a fly trapped inside a bug zapper, but he refused to allow his pain to get the better of him. If there was one thing he had learned from experiences like this, it was that allowing the enemy to see weakness would only make things worse. After a minute or so, the pain stopped just as quickly as it had started, but the experience had only brought his anger to a boiling point.

"Ah, I see you've finally regained consciousness." An annoyingly familiar voice rang out from the empty doorway.

The captive mutant scowled as Doctor Octopus entered the room, his robotic tentacles having been completely repaired since their previous encounter. The man wore a smug expression as he eyed the prisoners through his sunglasses, which looked rather out of place in this laboratory considering how dark it was already. He let out a small chuckle upon seeing the expression his prisoner wore, seemingly enjoying the mutant's poisoned expression. Logan struggled to rip the scientist to shreds, but the electrical shocks returned, effectively halting his renewed attempt to get free.

"I wouldn't do that if I were you…" Octavius wagged his index finger as if he were speaking to a child. "The more you struggle, the more powerful the electrical shocks become. Should you continue to fight back I will be first to sedate you again."

"Where the hell am I!" the incarcerated mutant shouted with a feral snarl.

"There is no need for me to answer to the likes of you. All that matters right now as that you are my prisoner and will remain as such until I have no further use for you!" Doctor Octopus replied with a note of superiority.

This tone did not go unnoticed by Logan, who immediately felt a burning desire to wrap his hands around the enemy's throat. Out of every villain he had ever met, the ill-tempered mutant had never met someone who spoke with such arrogance before. The oddball was certainly one of the strangest individuals he had ever met, and considering how many freaks he had fought over the years that was certainly saying something. If the whole mechanical arm shtick wasn't strange enough, his style of dress and dark glasses really topped it off.

Wolverine let out a feral sound, his eyes blazing with hatred. "What did you hope to achieve by nabbing us anyway, bub?"

The doctor shrugged with a look of annoyance, giving his left hand a casual wave as if he were swatting a fly. "I was merely hired to do the job in exchange for some funding, and was offered some excellent compensation for accomplishing the deed. In any case X-23 was the target, you just happened to be in the way when I appeared to enact the capture."

"I see, so you're some kind of idiotic henchmen then…" Logan snorted with a gruff expression.

The mutant's eyes widened in shock as one of the doctor's metal claws wrapped around his throat, cutting off his air supply for as the metallic fingers tightened around his windpipe. The scientist looked positively outraged by his previous assertion, the vindictive light of the laboratory shining off his dark glasses in a sinister manner. The tentacle-like tool only intensified its grip as the prisoner struggled, but he was unable to move very much thanks to his binding, the thought of being killed by such a man causing a feeling of outrage to rise in his chest.

"How dare you speak to me like that!" the mad scientist shouted, his voice growing louder with each syllable. Seeing the color beginning to leave his victim's face, the villainous man released his throat. "For future reference my intelligence far surpasses your own… To call me a lowly henchman is laughable coming from the likes of you! Doctor Otto Octavius works for no one without due reason."

Wolverine coughed and sputtered as the metallic claw released his neck, the color returning to his face a few moments later. His pale tone deepened into an angry red as he watched his captor with great dislike. He was furious at himself for getting caught, and even angrier for allowing X-23 to get caught too, and the recent strangling attempt had pushed him to the point of explosion. The mutant clenched his hands as if he wished nothing more than to return to favor.

"Suck it up, doc! The question I want answered is exactly who hired you?" Logan reiterated, his teeth gritting as he fought the urge to struggle against the shackles again.

Otto Octavius smirked in amusement as eyed the mutant through his visor. "Perhaps I should be the person asking the questions." He replied. "I noticed during the battle that your powers are very similar to that unfortunate specimen trapped beside you. The files I received concerning that girl revealed that she was merely an altered clone of an old government project… Would I be correct to assume that you were the original Weapon X?"

"Don't call me that!" Wolverine shouted, his anger overflowing again. He strained his arms again, but was quickly silenced by the return of the electrical current flowing through his body.

"You need not say anything else, your pitifully volatile reaction speaks for itself." Doctor Octopus replied with a satisfied expression. He noticed the mutant's glance at his female clone and smiled again. "If you are concerned for the girl's well being, do not be… Your capture does not provide me with any type of compensation as far as I know, therefore I may have no choice but to dispose of you once this is over."

Logan let out an angry growl in response to the man's attitude. "I'd like to see you try it."

The scientist let out a small chortle as he turned his back to Wolverine and began walking towards the exit without so much as a backwards glance. He paused for a second before leaving the room, his gaze still turned away from the two, trapped mutants. "You apparently have a short memory considering that I came very close to putting an end to your miserable existence mere moments ago… Do not tempt me!"

Octavius reached for the wall and pulled a lever, causing a large containment field to appear around his two prisoners. With that, he swept from the room and into the halls, ignoring the nasty insults and animalistic growls that ensued as the prisoner began to struggle against his binds. Octavius found the reaction quite entertaining, seeing how he never expected someone who was so thoroughly trapped to be so defiant at the same time. He sincerely doubted that even Spider-man would have fought so hard, but then again the web-head didn't have the same anger issues that this man seemed to possess in abundance.

After several minutes of traversing the inside of the underground base, the mad scientist reached his destination. The room he entered was a smaller room, containing a few computers and a series of monitors and communication devices. Several lights began to flash as he activated the room's power via a switch on the wall, providing a much better lighting for the room. He reached control terminal close to the largest monitor and began to punch in a sequence of buttons, which quickly activated the communications network. The screen in front of him flickered on seconds later, displaying a message that he needed to type in a password, which he quickly followed. The screen focused, revealing the half-disfigured face of a man shortly after.

"Doctor Octavius… I was wondering when we would hear from you again, yet I did not expect it to be so soon." Herbert Landon mused with a look of anticipation. "Have you managed to complete the assignment?"

The arrogant scientist gave him a stern nod. "Indeed I have, and then some. Tell the Kingpin that I have handle the situation and expect to receive my payment as soon as possible."

He nodded in agreement. "According to the tracer it appears that you are calling from one of our underground bunkers several miles north. I trust that X-23 is alive, and you are holding her under conditions befitting her powers so that she does not escape."

"Of course!" the doctor replied with a slightly aggressive tone. "Do not take me for a fool! Even with her extensive abilities she will not escape easily. I have ensured that the prisoner will not escape as long as you require. Tell Mr. Fisk that he inspect the operation personally!"

The other man seemed satisfied with the outcome. "I assume that he will want to hear this out for himself. Wait a moment as I transfer you…"

Landon typed in a sequence on his own keyboard as he established a connection with the private communication line used by his boss, causing the screen in front of Octavius to go black again for a minute or two. The multi-limbed villain watched as his monitor flickered a few times before revealing the large form of New York's most infamous crime lord, his impressive stature and white suit giving him an aristocratic appearance. The Kingpin of Crime leaned forward as the monitor in his own office activated to show the face of his paid underling. The mountain of a man stood up from his chair and moved closer to the screen so that his upper body seemed to fill the screen.

"Dr. Octopus… I admit that I did not expect to hear from you again so soon. Herbert Landon tells me that you managed to locate and capture the target fairly quickly." Kingpin replied with a look of amusement.

The villainous doctor raised an eyebrow. "She was much closer than we anticipated, which was highly convenient considering the urgency of the situation. Although because of this I was not able to test the full capabilities of the mutant tracking devices that your team installed into the battle androids you lent me."

"That does not matter now that we have the girl in our custody." The crime lord appeared to be satisfied for the moment, but his expression wavered as his thoughts backtracked to past dealings with the doctor. "Which reminds me… Did you happen to run into any outside interference during this mission?"

"There were no signs of the authorities or a certain web-head, but there was a second mutant traveling with X-23, but due to his defiance I was forced to take him with me during the capture to avoid leaving behind any factor that might cause complications if left unchecked." Octavius replied with a small shrug.

The Kingpin looked slightly concerned by this new piece of information, but a moment later he appeared to be more irritated than anything else. "The object of value was X-23, I have absolutely no interest in other mutants. If you were able to capture this meddling mutant alive then why did you let him live?"

Doctor Octopus paused with an unreadable expression before speaking again. "I was fascinated that his powers seemed to mirror those of X-23 to a certain extent. The files that you gave me indicated that the girl was merely an altered clone of an old government experiment created to be the ultimate weapon. In conclusion, I believe that the man she was traveling with in the woods was the original Weapon X."

"Be that as it may, I do not believe that Madame Hydra has any interest in the original weapon." The vast man explained.

Octavius let out a small grunt before answering. "Very well then… If he is of no value to you or your benefactor, should I just kill him and get it over with?"

The crime boss seemed to consider him for a moment, but quickly came to a conclusion. "I believe that Landon wouldn't mind having an extra subject to work with, but that is not my direct concern. What that fool does on his own time does not interest me. Nevertheless, before we hand him over, I intend to ask the Hydra Supreme if she has any use for him. Until then make sure that neither of your prisoners escape from that location."

"You insult me by assuming that they could." the mad scientist replied confidently. "They are being held inside a high-powered force field in case they manage to break the binds holding their limbs. I cannot imagine that either of them have the powers necessary to escape from that."

"Once we have alerted Madame Hydra of the current circumstances, I am coming in person to inspect the situation for myself and see that the tradeoff is carried out…" the Kingpin replied as if he had not heard the doctor's boasting.

Doctor Octopus grimaced in return. "Very well then, but per our earlier agreement I expect to be substantially compensated for this little job."

"You will receive your payment soon enough." His employer moved forward aggressively so that his large form took up even more space on the screen. "I will arrive soon to conclude my deal with the HYDRA organization, but until then do not mess this up! If our quarry escapes under your watch, you will receive absolutely nothing!"

With his employer's conditions made abundantly clear, the screen switched off once again, leaving the mad scientist alone once again. Octavius sat back and took a moment to relax, having worked nonstop since the capture of the mutants. His employer had given him with a lot of resources to use, and after capturing the mutants he had put the provided supplies to good use repairing his mechanical arms and preparing a containment field to ensure that his two captives would not be able to escape.

It had taken him several hours to make these preparations, and luckily for him the knockout gas he had used during the capture was powerful to keep them under for extended periods of time. Then again luck really had little to do with it considering that he had worked so hard to create the perfect mixture of chemicals himself, so that the gas was potent enough to effect even mutants.

Although he probably wouldn't say this to his employer, Octavius had delayed making he call to satisfy his own curiosities surrounding the two subjects he had captured. Utilizing the technology inside this underground laboratory, he had taken a closer look at the mutants' innards, and was surprised to see how quickly their bodies recovered from internal and external damage. It seemed to be no wonder why HYDRA wanted their experimental subject back.

Such astounding abilities combined with the proper training could turn a human being into the ultimate killing machine. He had briefly experienced this during his fight with them, and would have been defeated did he not plan ahead for such as occasion. Octavius had also gotten some ideas from observing the two mutants. An evil smirk crossed his features as he thought about it. The mad scientist planned to put his inspirations into affect as soon as possible. He looked forward to his next encounter with Spider-man.

Note to Readers: Hope you enjoyed this chapter. I still haven't been getting that much support, but I'm glad that some of you guys reviewed. A good review makes up for those who don't in my opinion. Forgive an spelling or grammatical errors I might have made. Like I said before, I write late at night. Any ideas, critiques, or comments are welcomed.


	6. Chapter 6

**Chapter 6: Call to Action**

Disclaimer: I do not own and Marvel characters of logos.

Professor Xavier sat calmly with his hands folded in his lap as the X-Men traveled by road to New York. The telepath had chosen a less conspicuous method of travel, seeing how using the Blackbird of the Velocity was bound to attract attention. If there was something he wanted to avoid, it was creating a spectacle when mutants were already feared enough by the rest of the world as it was. He sat in the passenger seat of the car with an neutral expression as the X-Men traveled, silently probing the astral plane for any signs of Logan's mind, hoping that he was not unconscious or cloaked by another presence.

Beast was back at the mansion with Rogue and a few of the others to keep an eye on the younger students while everyone else was away. Hank McCoy had always been an excellent teacher, and this aspect of him had carried over to his job, teaching mutants at the institute. They had planned a small survival exercise for that day in the danger room, meaning that they had plenty of work to catch up on and probably wouldn't cause too much trouble. With so many super-powered kids living together in one place, it was often a good idea to keep them busy and out of trouble.

Charles had chosen his team carefully for this particular mission, only bringing along the more experienced or tactful members if the group. Storm sat in the seat directly to his left, and drove the large X-Van without comment as they sped down the highway, getting closer to their destination by the moment. Scott and Jean sat in the backseat and were engaged in an in-depth conversation about their plans for college. Normally they might have been talking about more private matters, but Bobby had also been invited on the mission and was currently sitting in the seat directly behind them.

Although the mission had a very serious objective, the Professor saw it as a testing ground for Iceman to prove himself worthy of promotion into the active roster. He had also invited Gambit and Colossus along to provide backup in case help was needed, but he hoped that this would also be a good way to test the two newest members of the team to determine their role in future missions. Of course, after seeing them fight so fiercely on the opposing side of the battlefield, Xavier knew that they were more than capable of the job.

Interestingly enough, both former Acolytes had taken their own motorcycles instead of joining them in the X-Van, and were currently on the road. Both of them had remained within sight during the road trip to New York, the roar of their bikes present, as the three vehicles traveled together in a pack. Colossus took up the rear, but Gambit was several car lengths ahead of them, unofficially leading the way for them.

Bobby raised a fist in the air with a look of triumph. "Yeah, so I guess this mission makes me an official part of the team." He boasted loudly to the group.

"You do realize that the main focus of this mission is finding out what Magneto and his crew are up to?" Jean Grey replied like a parent reprimanding her child.

Professor Xavier glanced backwards at the mutants seated behind him, his eyes settling on the icy hero for a second. "I will admit that your performance on this little excursion may affect my decision as to whether or not you will officially join the main team, but at the same time Jean is absolutely correct." He took a breath. "Your main focus must be the objective of this mission, which involves an investigation of the area where our quarry was last sighted."

"I get ya, Professor X!" Iceman replied with a pointing gesture and wink. "If anyone causes any trouble, I'll put 'em on the deep freeze in no time."

Cyclops frowned slightly in response to the younger mutant's attitude. "While we might run into trouble with Magneto at some point, our main objective is to search the area for possible leads. Although we ran into some major battles during the Apocalypse incident, not every mission involves fighting."

"Missions like this require a more casual approach, since our adversaries might leave if they know we're onto them." Jean eyed the icy hero with a sense of disdain.

"C'mon guys, I was just saying that the rest of you can rely on me if we run into any trouble. The ice dude's got your back!" Bobby replied with a cocky smirk.

The Professor looked back at his students through the vehicle's mirror. "While the possibility does exist, I do not believe that we will run into any trouble. Since the story of the robbery was in the newspaper, I do not believe that Magneto would return to the scene of the crime unless he had a reason to." He reasoned to them.

Cyclops raised an eyebrow behind his ruby-quartz glasses. "So you're certain that we won't be running into any problems with Magneto quite yet."

"I would be willing to bet that he knows that he has been exposed by the local media and perhaps even expects us to come looking for him at some point. If we do meet him it will likely be on his terms…" Xavier replied cryptically.

"I hope you'll forgive me if that doesn't make me feel any better, Charles." Storm replied from her position behind the steering wheel.

He turned his back to the younger mutants once again and faced forward in his seat. "On that same note I would like to call your attention to something else. Aside from this business with Magneto, there is also the matter of Wolverine."

"With all due respect, I don't think anything bad happened to him" Jean shrugged off any negative annotations. "He's always running off by himself, and sometimes it might be days before we hear from him again."

"Normally I would not be concerned with his well-being, but Logan usually keeps in contact with us while carrying out import missions." The telepath paused with a look of concern. "I am beginning to believe that something may have detained him, seeing how he has yet to issue a status report in twenty-four hours."

Iceman leaned forward anxiously. "The last I heard he was just going to recruit another student for the institute. It's kind of weird that you haven't heard anything since he left, but who on Earth would want to kidnap him?"

Jean and Scott had heard some of the information concerning this topic, but neither seemed keen on blurting it out, as they knew that their mentor had not told the younger students. The driver also said nothing as she occupied herself by paying an unusually close amount of attention to the rather empty highway. The youngest member of the team instantly received the impression that everyone else knew something that he didn't, instantly getting a rise out of him.

"C'mon, you guys can tell me what's going on! I'm practically a full-fledged member of the X-Men as it is!" Bobby declared, batting them a pair of thumbs up.

Charles Xavier eyed their youngest team member through the car mirror, quickly noting the boy's obvious sense of eagerness. "While I did not give the younger students the full details of Logan's mission, your presence on this mission makes me believe that it would be wise for me to fill in the details." He agreed with a small nod. "The mutant that he went to search for was and is actively being targeted by someone else."

Iceman frowned slightly at the thought. "So is it that Magneto creep?"

"To be honest I would not be surprised if he were involved, but in some ways I would prefer it to the alternative." The bald telepath replied ominously. "The girl that Wolverine is searching for is known as X-23, and she is noted to have a number of pursuers, many of which would do almost anything to get their hands on her."

"Wait, isn't that the girl that attacked and disabled everyone at the institute awhile back?" Bobby exclaimed with a look of surprise.

The older man nodded in agreement, eliciting a silly expression from his student. "Not long ago she tried to assassinate the people who funded her creation, a criminal spy network known as HYDRA. She did this hoping that it would hamper their pursuit, but recently Logan heard that the leader survived, and is now placing the full weight of her organization to recapture X-23."

Cyclops folded his hands, resting them in his lap. "So as it stands, we have to worry about the HYDRA organization's involvement as well."

"So I guess that means we have twice as many guys to fight." Bobby replied with a confident expression. Swinging his arm over the back of his seat, the icy mutant kicked back and moved into a relaxed position. "Sounds scary, but I'm sure we can handle it if. We did manage to stop that Apocalypse guy, and he was about as nasty as bad guys come."

"Let's just hope that things don't turn out that way." Jean Grey answered with a small but disapproving frown.

Professor Xavier seemed to nod in agreement. "Confidence and strength are important, but do not allow such an admirable trait to breed arrogance. A wise man knows how to recognize their own shortcomings and limitations at the same time."

"I was just saying that we've managed to do some pretty amazing things in the past." Iceman replied in a noticeably more serious tone. "After all, if we hadn't known how to take advantage of our strengths, that Juggernaut guy would have been destroyed that entire town last year."

"I personally think we were lucky in that particular case." Scott wore a bittersweet expression as he remembered their victory over a mutant said to be unstoppable. "All we really managed to do was distract him long enough t remove his helmet. We basically provided enough of a distraction so Rogue could turn his own abilities against him. If she hadn't been with us as the time, I really not sure if we could have won."

Bobby placed his hands behind his head and leaned backwards in a lax manner. "You don't give us enough credit. I mean, how many other people would have gone up against an invulnerable killer knowing that it was pretty much hopeless?"

Storm gave them a shadow of a smile, although they couldn't see. "In this case I would have to agree with Bobby." She replied. What you did that day made the rest of us proud to be your instructors, while showing the world that we mutants are capable of using our powers for the greater good. That day you proved yourselves as true heroes."

Iceman looked satisfied with her answer, but surprised that she had stated it in such a way that sounded both flattering and stern. The bald telepath wore a similar expression to their driver, although facing towards the front of the car hid his look as well.

"She is absolutely correct…" Professor Xavier verbalized his agreement. "While I was also proud to hear what you had done, I wish that I had been there to see it for myself. Due to Mystique's personal involvement in this incident, we had some very vexing problems on out hands at the time, and I was indisposed."

Jean's face twisted into a worried expression. "Come to think of it, Mystique hasn't been seen since that incident in Egypt. Something tells me that we haven't seen the last of her yet."

The older telepath displayed similar sentiments, his thoughts on the subject manifesting itself in the form of a frown. "She appears to have gone into hiding for now, but from what I heard from Kurt and Rogue, Mystique seems to regret her past actions. I am not certain what she plans to do from this point onward, but unfortunately some people do not change."

They seemed to agree on this much considering that most of them had known Mystique fairly well from their encounters with the shape shifter, and these unpleasant meeting usually ended badly for everyone involved, sometimes even herself. She had done a number of terrible things throughout her career from manipulating others to do her work, kidnapping people, and a number of unsavory things that her own two children would probably never forgiven her for. She had not been seen in a while, but since she had so many enemies it was probably a wise choice to remain hidden from them.

For the rest of the ride they remained relatively silent, all the while waiting for the moment that they would arrive at their destination. Bobby let out an exasperated groan as the silence lingered in the air, but the others paid him no mind. The Professor seemed beside himself with worry as he continued to probe the area with his powers, trying to his best to detect any sign of Wolverine in the vicinity. If the ill-tempered mutant was close enough to their location, there was a chance that they could find him using this method. Of course it was bound to be a more difficult search if he were in trouble and lost consciousness, but they had little other choice considering that he was unfamiliar with X-23's mind.

"Are we…" Bobby began to ask the classic question that impatient travelers tended to ask, only to find a hand cupped around his mouth.

"Let the Professor concentrate." Jean Grey leaned closer to him and whispered in his ear, having already known what their mentor was up to at the moment.

Iceman felt like a child whose mother had just silenced, but he silently agreed with her and did not bother to object. The stern look that Cyclops gave him made their position clear, even though his eyes were concealed by his trademark glasses, effectively ensuring that his younger teammate did not interrupt the professor's concentration. Although he did not know exactly what was going on either, Scott had known their teacher long enough to understand what he usually did in times such as these, while Jean merely detected the use of his powers through her own somewhat similar abilities.

Several minutes later Charles Xavier gasped in surprise, his eyes flickering open as he managed to catch hold of Logan's mind nearby. "Storm, park the X-Van as soon as you can." He ordered the woman sitting beside him.

Storm nodded in compliance and stomped her foot onto the brake pedal, slowing the vehicle just enough so that she could maneuver them into a nearby truck stop. The X-van veered into the parking lot, closely followed by Colossus who quickly emulated their course of action with his motorcycle, a confused look appearing on his face as he wondered why they were suddenly stopping. Gambit saw the van behind him move off of the road and changed his course in an illegal manner. The explosive mutant made a roundabout and joined them in the parking lot, earning some angry shouts and beeps from the opposing vehicles as he weaved to avoid an accident.

The couple sitting in the back seemed just as surprised by their leader's order, both of them wearing bemused expressions as Jean caught her breath. Iceman rubbed his midsection as the contents of his stomach returned to their proper place, his face turning pale as he covered his mouth, barely managing to choke down an esophagus full of vomit. Scott had bumped his had on the ceiling during the incident and was currently rubbing the lump he had just received.

Charles Xavier turned to face the others with an apologetic expression. "I am sorry for the discomfort, but mere moments ago I managed to locate Wolverine's mind. I believe that good fortune may be with us, for he may be close enough for me to establish a connection."

"So do you think you can find out exactly where he is?" Cyclops questioned.

"I do not believe that will be possible, but perhaps I can establish a connection with his mind long enough to learn this information for myself." The Professor replied.

Jean leaned forward with a slightly anxious look. "Maybe if I help out we'll have a better chance of success."

"I am grateful for the offer, but I do not believe that it will be necessary." Her mentor replied with a gracious nod.

They fell silent to allow him time to concentrate, but a loud rapping noise disrupted his concentration. Colossus drew back as the vehicle's driver opened the window to greet him, Professor Xavier raising his head to greet the other members of the team who had approached the van. Although the Russian mutant seemed less than keen to interrupt, his former comrade seemed a little less hesitant. Gambit got off of his motorcycle with a look of amusement dancing in his eyes as he approached the rest of the team.

The shifty man raised an eyebrow as he leaned against the open window, prompting the driver to draw back. "Since this mission seemed pretty urgent I didn't expect you guys would be stopping so soon. Care to explain why no one considered sharing with me?"

Storm cast a stern gaze in his direction. "Perhaps you should have taken up the rear, that way you might not have found it necessary to make that illegal turn in the middle of the highway."

"Well excuse me if I don't like being left out of the loop." Gambit stepped away from the car to create some space between them. "When I saw you guys run off the road, the wheels began turning and I figured it must be something important."

"It certainly is." The Professor replied from his place in the passenger's seat, instantly grabbing the group's attention. He folded his hands in a patient manner, his eyes closing for a moment as he focused once more. "I detected that Logan is near, and since he is within range now may be the best time for us to find him. We must pray that he is not in transit right now as I attempt to link with his mind."

"Fine by me." Gambit replied with a look of amusement. The former Acolyte turned with a swish of his coat and headed in the direction of the truck stop diner. "While we're here I'm getting something to eat. Just give me a call this time before you decide to take action and I'll be right there."

Professor Xavier nodded in agreement as he watched their newest member leave. Before addressing the others. "If anyone else wishes to take advantage of this stop, you are all free to do as you wish. I will contact you telepathically if there is something urgent for me to say."

"Come to think of it, I could probably use a small break from this ride." Bobby let out a weary groan as he stretched his legs out. He yawned once before shifting his weight and sliding across the seat and out the door.

Jean leaned towards her boyfriend and placed a hand to her mouth. "Maybe we should give the professor some time to concentrate on finding Wolverine. I mean we have been traveling for awhile, so maybe grabbing a bite to eat wouldn't be such a bad idea."

He complied without objection as they followed Iceman's example and vacated the vehicle, leaving their two former instructors alone together in the van. The female telepath gently grasped Scott's hand as they headed towards the diner, sparing a small glance back at the parked vehicles while praying that their lost teammate was still all right. She hoped that they didn't receive any unexpected psychic messages from their leader while they were away, and would learn that Wolverine was fine when they returned to speak with the professor.

Charles Xavier watched them leave with an unreadable expression before turning to face the dark-skinned woman sitting to his right. "If you wish to join them, I shall not object." He replied with a look of encouragement.

"Something about this situation surrounding Logan doesn't seem right." Storm said with a small grimace. "I shall leave if you want to be alone for this, but with all of these strange occurrences happening around us, I believe it would be safer for me to stay here on the off chance that you may require protection."

"I doubt we are in any direct danger at the moment, but I appreciate your sentiments. Thank you, Ororo." Professor Xavier replied with a shadow of a smile.

The two mutants fell silent once more as he placed his fingers to his head, silently probing the surrounding areas once more with his mind. They were originally planning on starting their search in Manhattan where Angel lived before fanning out to different parts of New York City, but now things were different. Although he was unable to pinpoint their lost comrade's exact location, he could sense that they were within telepathic range, meaning that it might have been possible to establish some kind of telepathic connection.

Several minutes passed without any form of interruption as he continued the task, quietly wondering why it was so difficult to do. He had contacted Wolverine with this method before, but this time it seemed as though his old friend's mind were little more than a single glimmer of light in a dark cave. After several more minutes of straining his own mind, he finally managed to seize hold of Logan's thoughts, but they were faint, almost as if his old friend was barely conscious.

_Logan, Where are you?_ Xavier thought as he managed to create the link.

With Wolverine

Miles away the mutant heard the message, his eyes widening in shock at having heard the Professor's voice in his mind. He felt slightly worn out by his previous experiences but managed to grab hold of the connection. _Charles… Is that you?_

_Yes it is. I have managed to establish a connection, but there appears to be something blocking out my telepathic signal._ Xavier replied in his mind.

Wolverine opened his eyes again as his body slowly recovered from the injuries electric shocks. Were he an ordinary human it would not have been so easy, but despite his initial hatred of what he had become, the feral mutant understood that there were several advantages to his enhanced senses and regenerative abilities. He blinked twice to clear his vision, his self-awareness slowly returning as he managed to reestablish a grip on reality. From what he could see the containment field that the enemy had placed around them was still active, and would probably prevent their escape even if he managed to break the shackles holding his limbs.

_Not sure where I am, but it looks like some kind of underground laboratory…I was caught by some creep along with X-23 and we've been trapped here ever since. From the looks of this place, the energy field they used to contain us might have something to do with why you're having trouble keeping contact. _Wolverine noted the strange force field. After a brief pause in their mental conversation he called out in his mind. _You still there?_

_Your message was received… But my contact is beginning to slip. _The Professor replied telepathically. _Can you give me any specifics about your location, or perhaps details of what happened before that may provide us with answers?_

Wolverine considered this for a moment before answering. _If you're close enough to contact me even with interference then it's pretty safe to assume that the freak who captured us didn't go far. Before we got nabbed we were wandering around in the woods beside the highway, several miles from New York City._

_What would you be doing there?_ Xavier thought.

Sabertooth came after me and our bikes got smashed up in an accident. We fell over a guardrail and tumbled into the woods. After that I managed to drive him off when X-23 showed up, but shortly after we ran into some trouble with some kind of mad scientist tasked with hunting down the girl. I was just in the way, but he captured me too. Logan summed up his memories of the previous afternoon.

Xavier sweated slightly as he felt his old friend's mind slipping away. Are you absolutely certain that is all?

Yeah I…Wolverine began, but the Professor lost contact at that moment and heard nothing else. Charles Xavier opened his eyes miles away, allowing his mind to return to its normal state. As the bald telepath prepared to explain what he had learned from the mental conversation, Logan had found himself alone again.

A small groan sounded from beside him, bringing him to the instant realization that X-23 had finally woken up. With a slightly painful motion, he turned his head to see the teenage girl trapped along the wall just a few feet away. The sight of the injured child brought forth a sense of empathy that he rarely felt to a noticeable extent, but after a moment he was relieved to see the life return to her face.

"Hey… Are you okay, kid?" he questioned his female clone.

"Don't call me that!" she hissed venomously. As her sense of awareness returned, the girl's expression hardened into a murderous glare, but she found herself unable to move her limbs.

It only took her a matter of seconds to realize she was trapped, prompting her to struggle against the binds in any way possible. She tried extending the claws from her hands and feet in an attempt to tear her binds off and escape, but the shackles were extremely tight and held her in a position that made her weapons completely useless to free herself. X-23 strained her muscles in an attempt to break the binds with sheer force, but she would soon come to regret her hasty decision.

"Don't do it! You'll only…" Wolverine called out his warning to her, but he was too late.

X-23 screamed in pain as a deadly electrical shock shot through her body, causing her to react in much the same manner that her counterpart had earlier. After a moment the agonizing torture came to an end. She went limp, her arms and legs hanging loosely in their shackles, but despite her demeanor, the female mutant was still perfectly conscious. During her training she had been taught how to resist different forms of torture in the unlikely event that she was captured by an enemy, meaning that she knew how to handle pain. As much hell as it had been to endure, the training had some advantages.

"Like I was trying to say, trying to break out only results in pain." Logan reiterated with an angry snarl. "The idiot that trapped us here even put up a containment field so we can't get out even if we manage to break the shackles."

His female clone looked up to see the reddish glow of the barrier surrounding them, her face instantly reforming into a look of rage. The thought frustrated her, but she had also been trained to be was a master of escape and quickly began formulating ways of which it would be possible to break out. Nothing came to mind immediately as her efforts were discouraged by the containment field, and after a minute or two of venting her frustration through a series of feral growls, the mutant girl turned to face her fellow prisoner.

"This is all your fault!" she screamed, her eyes narrowing in great dislike.

Wolverine scowled angrily as she verbally attacked him. "Yeah, sure it was!" he snarled with a note of sarcasm. "I'm sure that mechanical armed freak who doused us with knockout gas and trapped us in this dump had nothing to do with it."

"Shut up! If I hadn't turned around to save you back there, I wouldn't be here right now! This is one of the reasons why I didn't want you to follow me!" X-23 cried out, her shackled hands shaking slightly with frustration. "I turned back to get your to safety and ended up here all because you were too weak o save yourself."

"I wasn't conscious at the time, so it's pretty safe to assume that I never asked you to save me back there. Whether you want to admit it or not, you made that decision yourself!" Logan replied with an unreadable expression.

X-23 looked positively dumbstruck by his comment and seemed to lose her nerve for the moment. With a look of utter loathing, the girl turned her head in the opposite direction in an attempt to escape his ironclad gaze. It was rare for her to feel this way, but it felt strange to know that what he had told her was actually right. She was determined to blame him for what had happened, but now that she was thinking more rationally it made it difficult for her to argue with his claim. Being completely honest caused her some emotional turmoil, but Logan was absolutely right in saying that she had made her own choice.

Thinking back to what had happened, she had succumbed to a moment of sentimentality back in the woods, which was extremely rare for her and even at the time it had conflicted with her core personality. Then again the question remained of whether of not her solitary nature was really a part of who she was, or if it was only a result of what HYDRA had made her. After a moment of contemplating this she felt a pain in her head unrelated to the current situation, her lips biting back an agonized scream as memories of her past rushed through her mind.

Wolverine looked over at his female clone as he noticed her pronounced discomfort. Although she made no noise, her eyes were closed and her facial expressions revealed a deep sense of pain and suffering that he recognized all too well. "You all right?" he asked carefully.

The girl hanging beside him opened her eyes but did not look him in the eye. "Leave me alone…" she hissed dangerously.

Logan let out a low growl in response to her attitude, his own temper rising to the surface as he sniffed the surrounding air. He could hear footsteps somewhere in the distance coming closer by the moment, and the scent indicated that their captor was coming back, and he was bringing company with him. X-23 seemed to understand what was going on immediately and tensed up, her eyes widening slightly as they waited for the enemy to appear. The older mutant snarled in a feral manner as the mad scientist who had trapped them here entered the room, his mechanical arms flexing menacingly as they had done during the previous encounter.

Doctor Octavius wore a confident smile as he sidled into the room, apparently glad to see that his subjects were still contained. "As originally promised the mutant experiment X-23 has been neutralized." He boasted to an unseen figure beyond the door.

Wolverine strained his eyes as he attempted to get a better look at the second person, but soon found the effort unnecessary. A much larger man stepped into the room, his impressive height exceeding six feet. If this were not intimidating enough, the man was rather wide as well, his frame easily filling the doorway to a noticeable extent. The newcomer was clean-shaven and completely bald, wearing a white suit with a dark undershirt, along with a pair of gray dress pants. Despite his rather formal appearance, he gave off a rather powerful presence befitting of his stature.

"So, I take it this is the creep who hired you?" the older mutant deduced out loud.

"It appears that you have little respect for the man who holds you life in his hands." The Kingpin's expression hardened as he stepped into the dingy light. "You'll find that my interest in your kind is very limited… Consider this carefully, for I may just dispose of you when this situation is over."

The mad scientist seemed to ignore his comment as he looked over at the girl shackled beside him. "Ah, the female has finally regained consciousness." Octavius replied with a small grin. He moved closer to the containment field and leaned forward to take a better look. "It is good to see that you are unharmed, or else we might be responsible for the damages."

X-23 did not bother to struggle as she was aware of the consequences, but at that moment she wanted nothing more than to murder him for referring to her as someone else's property. "What did HYDRA promise you?" she asked the two villains.

Wolverine let out a low feral noise. "That's what I want to know too…"

The Kingpin clenched his fists, but when he spoke his tone displayed little hostility. "It appears that you are acquainted with my benefactors, yet I still see no reason to explain my dealings to a man who may not be alive for very much longer. The child's life has some value to me as long as the leader of HYDRA desires her capture…"

"So you decided to do their dirty work then." Logan replied with a sneer. "I thought for a second you two might have had your own plans, but it looks like all you're doing is carrying out someone else's objective."

The vast crime lord looked positively furious, but rather than attack them he reacted by punching the wall, creating a large crack in the steel paneling with his bare hand. "The only reason I have agreed to capture the girl is because it was a convenient method of furthering my own ambitions." He replied aggressively. "If Madame Hydra does not present me with an offer for you as well, then you will wish that you had not survived the battle with Doctor Octavius."

"What do you plan to do with me now?" Wolverine questioned angrily.

"As mentioned before, I have little interest in mutants." Kingpin stood aside to reveal the presence of another man. "However, I have an associate who would be happy to use you as an experimental subject."

A third figure entered the room as he spoke. Half of the newcomer's face was hideously disfigured, but his features were alive with malice. He sauntered up to the containment field, his eyes settling on the older mutant. "So this is the original Weapon X then? The experiment that HYDRA had worked to emulate through the creation of X-23." Herbert Landon's eyes moved towards the girl next to him.

Logan scowled in anger at being called by that title, and X-23 looked equally as angry. She snarled in a hostile manner, but her counterpart was the one who spoke. "Bastards like you who think of us as nothing more than experiments deserve to die!"

The disfigured man glared at his pretty, his monstrous eye widening slightly in excitement. "On the contrary… I see your kind as filth whose existence is an abomination to the rest of us. It is for that reason that you must all be destroyed."

Wolverine instinctively lunged forward, but the electrical shocks that had singed his insides before began anew, forcing him to stop struggling. Landon looked positively indifferent to the sudden punishment the mutant had just received, but Doctor Octavius looked relatively amused by the effectiveness of his invention. Their employer watched in amusement as the prisoner felt writhed in pain, his facial expression revealing a sense of satisfaction.

"As you can see, the containment units automatically channel powerful jolts of electricity through the subjects' bodies if they try to escape." Doctor Octopus took this opportunity to show off his system. "You can see my incarceration method is perfectly secure… The prisoners are also surrounded by an energy field that will prevent them from getting far even if they manage to break through the first line of defense."

The Kingpin observed the structure with nod of approval before turning to face his hired hand once again. "Although you're system seems secure, I want you to remain here and keep an eye on the mutants while we make preparations for the tradeoff. Per our agreement, you will be held responsible on the off chance that they manage to escape."

Octavius took a pen from his pocket and tossed it at the force field. The defensive shield sent the pen flying in the opposite direction, the charred remains of his writing utensil breaking into pieces as it hit the nearest wall. "As you can see, it is one hundred percent escape proof." He boasted.

The crime boss dismissed Herbert Landon with a wave of his hand and followed him out, leaving the doctor alone with the mutants once again. As the two men proceeded down the darkened hallways towards the monitor room, the disfigured man quickened his pace to catch up with his superior. They continued on in silence for a minute or so until they arrived in the main room of the underground laboratory, the Kingpin settling his large frame into a chair situated in the center of the chamber.

Landon pulled the lever on the wall to activate the room's power before scurrying across the room to activate the communications system. The lights and panels lit up almost immediately, giving the entire room rather futuristic appearance. Once he had reached the nearest computer terminal, the crime lord's assistant punched in a quick series of commands to activate the main monitors and speakers. His employer reached towards the panel in front of his chair and established a connection, causing the screen in front of him to flicker several times.

A man wearing a black lab coat appeared on the screen moments later, his demeanor slipping as he caught sight of the man on the other end of the line. "Mr. Fisk…" the scientist straightened his glasses with his left hand. "While it is always a pleasure, we did not expect to hear from you again so soon!"

"Enough with the pleasantries… Tell Madame Hydra that the experimental subject is currently in my possession." The Kingpin replied curtly.

"Our leader is currently preoccupied with something, but I shall issue this report as soon as possible." The organization's head scientist replied with a small nod. After a brief pause he began typing away on his own computer. "I believe you will need to relay your location and provide the necessary information before a tradeoff can be performed."

The criminal lord eyed him with a suspicious expression. "Very well, but the conditions I set for this transaction between our organizations still apply. As promised during an earlier conversation with your leader, she must arrive in person to claim the mutant or the deal is off."

"Madame Hydra has already agreed to your terms, and will give you the information she promised in due time…" The HYDRA agent explained quickly.

"Very good." the Kingpin commented with a satisfied smirk. "I shall send you the required information within the next hour, make certain that the proper location and set conditions concerning our agreement reach your superior."

"Of course… I shall deliver this information at once." the scientist replied, pressing a button below the monitor's view with his index finger.

A few seconds later, the screen flickered and the connection was cut, revealing a dark monitor screen once again. The Kingpin of Crime sat back in his giant chair, his eyes downcast as he began to contemplate the situation for himself. If things went the way he expected, everyone would be satisfied, but of course he had no interest in helping other criminals. If it weren't for the offer of information concerning the super soldier project, he wouldn't have even considered cooperating with the HYDRA organization.

Landon wore an inquisitive expression as he approached his superior. "I just realized something rather interesting. Wouldn't forcing those people to come to you allow you to dictate the terms of your transaction? Was that your intention?"

"Indeed it was…" Wilson Fisk answered with a look of mild amusement. "If they come to my turf then things are bound to be in my favor. I do not know exactly why, but those fools from the HYDRA organization seem to value this experiment. Whether the mutant carries crucial information or is merely an important development in science is not my concern. The point is that X-23 is in my hands as of now, so Madame Hydra will have no chance to renege on our little deal."

The disfigured man's face seemed to glow with understanding. "Ah, now I see why you ordered me to dispatch those robots into the surrounding woods. I figured as much, but it seems you have certainly played your hand well in all of this. This time, it seems that you hold all of the cards."

"I prefer to think of this as insurance in case we run into any unexpected difficulties. You seem to forget that there is always the possibility that Spider-man will be involved, seeing how he always appears to be in the wrong place at the right time." The Kingpin continued elaborating his plans. "To remedy this factor I personally commissioned the Scorpion to perform some petty crimes. Just enough to keep the web-slinger occupied while I carry out my true objective."

Landon let out a small chortle. "It seem that you've prepared for everything. No matter what happens you seem to have found away to come out on top."

"And that is why I am the Kingpin…" Wilson Fisk finished with an evil leer.

Note to Readers: All right, here's another update. Sorry that nothing particularly exciting happened in this chapter, but I'm still building up for the more interesting stuff which might start up in the next chapter. Not much in terms of action right now, but there should be some happening soon. Once again I apologize for any spelling and grammatical errors.


	7. Chapter 7

Chapter 7: Criminal Minds

Disclaimer: I do not own any Marvel Characters or logos.

Professor Xavier had exited the van and was now seated in his wheelchair outside of the vehicle with Storm standing beside him. Since she was the only person present when he lost contact with Wolverine's mind, the weather witch had been the first to receive what little information he had managed to obtain during the brief telepathic conversation. It seemed that Logan was nearby from what he'd learned, but further attempts to contact their lost comrade had proven futile for the moment. Apparently the energy field was causing interference with his ability to re-establish the mental link.

Either way it didn't seem to matter much, considering that the ill-tempered mutant was unable to provide much about his location to begin with. The thought made him worry about the well being of his old friend, and Storm seemed to share these sentiments. The two mutants spoke quietly as they waited in the truck stop's parking lot, hoping that the others would be back soon. The Professor had sent them an urgent message to gather back at the X-Van as soon as possible, even though he had decided against explaining everything telepathically.

After several tense minutes of waiting, the two former Acolytes entered the scene, closely followed by the three younger members of the group. Most of them seemed relatively concerned as they approached their leader, particular those who knew Logan best. Gambit merely raised an eyebrow with a sense of anticipation as the others waited patiently for their leader to speak to them, the metallic mutant standing beside them appearing slightly uncomfortable by the prospect of serving alongside those he had once fought against. Surely enough they had worked together on an unofficial capacity, but this was his first mission as one of the X-Men.

The Professor looked upon his charges with a solemn expression as he observed their surroundings, silently observing their surroundings to ensure that no one was within earshot so that they would not be overheard during this meeting. He cleared his throat almost hesitantly, but his experience with difficult situations had taught him that the best way to handle things was often to tackle an issue was to acknowledge it immediately. Perhaps it would have been a better idea to hold the meeting somewhere more private, but at the moment they did not have that luxury and time was of the essence.

"I am sorry if anyone was in the middle of something, but I believe that most of you will want to hear this information that I was able to obtain during your short absence." Xavier explained with a small frown. He paused a moment to take a breath, but when the others did not voice a response, he continued. "As promised, I scanned the area for Logan's mind, and as luck may have it I managed to establish a connection, if only briefly."

Jean Grey released a held breath as she heard this last bit of news. "Well at least we know that Wolverine is alive." She replied with a look of relief.

"More importantly, did you learn where he is, or maybe why he hasn't contacted the institute in the last twenty-four hours?" Cyclops questioned hastily.

"Unfortunately it is not as simple as that…" The Professor fell silent again, as if he were trying to figure out the most tactful way to word his answer. Reluctantly he decided that it was best to answer by starting from the beginning. "As I said before, the telepathic link I created was very brief and thus I was unable to learn much, but unfortunately it didn't seem as if he was fully aware of where he was either."

Gambit shrugged off the cryptic answer, his calm demeanor unchanged by this new piece of information. "Sounds pretty serious if you ask me. From what you've said so far. I'd assume that old iron-claws was captured by someone?"

Professor Xavier gave them a quick nod in response. "Unfortunately you would be correct in this case. From what I was able to learn, Logan was caught in the middle of an attempt to recapture X-23. He attempted to help the girl escape from her creators, but in the process the enemy managed to incapacitate them."

"If you were able to contact him then that means they must be nearby." Iceman replied with a confident grin. "All we need to do now is find out where these creeps are holding him and take them down hard and fast."

"The situation is not that simple!" Storm exclaimed in a stern tone, which seemed to wipe the smile off of the younger mutant's face.

After a brief pause, Charles Xavier inclined his head in a solemn manner. "As I was saying before, Logan was likely unconscious when they were captured, meaning that he does not know where they were taken. From what we know, he and X-23 are currently being held in some type of underground facility."

"Then we must begin the search immediately!" Colossus replied with a resolute expression.

"And we will." The Professor nodded in agreement. "Wolverine told me that he was being held within the confines of some kind of containment field, meaning that the flow of the energy may have interfered with my telepathic link. Since I was still able to establish the connection even with this impediment, I believe that he is relatively close to our current location."

Cyclops wore a thoughtful expression as he considered the options. "So then what should we do then? Do you want us to search the surrounding area and see if we can get any leads?"

Gambit stepped forward with a wry smile, his eyebrow cocked in amusement as he tossed a newspaper into their leader's lap. "You wanna talk suspicious, I heard some folks talking about a fire in the forest recently, and the story apparently made it into the paper." He indicated the article on the front page with his finger.

"Yes, you may be onto something…" Xavier replied tactfully.

The group fell silent as their leader read the paper for himself, his eyes moving back and forth over the surface of the front page. After a minute or so he flipped through the paper to find the rest of the article and continued reading to himself, his eyes widening slightly as he read the last part of the page. Something about this ordeal didn't seem right, although from what he had seen it was pretty clear that whatever had happened was certainly not Magneto's work. Even so, it seemed that there might have been a connection between the fire and what happened to their lost companion.

"According to the police investigation, several mechanical parts were found at the scene once the fire department had put out the flames. They say that the scraps appeared to be from recently dismantled robots, although it is somewhat unclear if the automatons were truly the cause of the towering inferno." The Professor relayed the information carefully.

Jean leaned forward to take a closer look at the article for herself. "Do you think that whatever happened has something to do with whoever captured Logan?" she asked the Professor.

Her mentor seemed to hesitate, taking the time to relax his shoulders before giving her an answer. "I must admit that this seems highly suspicious, although from past experience we know that advanced forms of cyber-robotics have been utilized by criminals for their own nefarious purposes."

"Well that certainly doesn't sound like Magneto's doing, but it's certainly something worth noting in this particular case." Gambit scratched his chin pensively as he thought about the situation.

Professor Xavier placed the tips of his fingers together. "Quite right… It may be a good place for us to start this search. Even so, I have my qualms about going directly to the scene in the case that we manage to draw the enemy's attention. Though the article does not specify exactly where the fire took place, our investigation should not be limited to this one incident."

"No sweat Professor X, maybe we can split up into groups to cover a larger area. This way we have a better chance of finding Wolverine, or at least picking up some clues on what might have happened." Iceman suggested.

"That might actually be a good idea in this case." Cyclops placed his hand on the younger mutant's shoulder. "Well Bobby, looks like you might have actually come up with a good idea this time around."

Iceman gave them a thumbs up sign, looking rather goofy as he did. "I've got millions of great ideas… Maybe if you guys let me join on a permanent basis we could talk about some of my new ideas for this team."

Their leader nodded in agreement. "After this mission I will make my decision about that particular matter, but for the time being you seem to have made a help suggestion, and things are certainly looking up."

"Just don't let it go to your head, tiger." The female telepath ruffled Bobby's head like a parent would to a child.

"Hey, quit it!" Iceman let out a small groan as he shook her off.

"Logically speaking, I believe that Jean is absolutely correct." Charles Xavier replied. "I do believe that we have already discussed your knack for becoming a little too confident at times. Remember what I said about controlling this aspect or your personality, thus channeling it as a strength rather than a weakness."

Gambit reached into the pocket of his jacket, pulling out his miniaturized staff. "So, are we heading out into the woods from here?" He asked, indicating the thicket of trees towards the end of the parking lot with the end of his metal rod.

The Professor considered his newest recruit for a moment, quietly going over some of the things he had learned from Wolverine during their brief telepathic conversation. "Logan told me that he was in an area similar to this one before he was captured, and since I was able to establish contact from here this may yet be a good place to start the search."

"Well what're we waiting for? Let's head out now and get this party started." Iceman boasted loudly.

Storm placed a hand on the boy's shoulder with a calm expression. "I agree that time is of the essence, but we should probably start by dividing the group into teams before beginning our search of the surrounding area." she turned to her superior for an answer. "What do you think, Charles?"

"Yes, that would be the best option…" the Professor replied in a business-like tone. He sized up the group for a moment, quickly realizing how easy it was to divide them up. "I will remain here and see if I can reconnect with Logan's mind. It would be unwise for me to travel such rough terrain, while also taking he risk of moving out of range under the circumstances. Our two newest recruits will form the first search team, while Scott and Jean will begin their own search."

"Sounds fine to me." Gambit replied with a small shrug.

Cyclops seemed to agree with the explosive mutant. "You can count on us, professor. We won't let you down."

Xavier gave them a small nod before turning to the woman standing beside him. "I want you to take Bobby with you and join the others on this mission."

The dark-skinned woman looked slightly taken aback by his order as she pushed a stand of ivory hair from her face. "While I do not wish to cause any trouble with your arrangements, perhaps it would be better if I remain here to provide assistance if necessary. If by some chance the enemy comes after us, there could be unforeseen complications. Do not ask me to place you in such a position."

"From past experiences I suppose there would be no point in arguing with your decision." He let out a small sigh, but the tone with which he spoke bore no sign of hostility. "Very well then, if you insist on staying behind then I will accept your choice without argument this time around."

Bobby stepped forward with a look of disappointment. "Does that mean that I won't get to see any action this time?"

"Perhaps there is another option considering that one of the reasons we invited you along was for this reason." Charles Xavier turned to gazed upon his two former students with a wry expression. "Assuming that these two will be willing to supervise your performance during this mission, of course."

"Don't worry, we'll be more than happy to keep an eye on Bobby." Jean Grey expressed her compliance.

Cyclops smiled in a bittersweet manner at this assertion. "Looks like your stuck with us this time around."

"You mean I have to be alone in the woods with the two lovebirds?" Iceman's face contorted into a sour expression, retching slightly at the thought. "Maybe I would be better off going out there by myself. I mean it's not like I haven't proved myself in the past."

Charles Xavier shook his head with an unusually stern expression. "Be that as it may, I do not believe that it is a good idea to proceed into a situation like this alone. If we run into danger it is best to have backup in the case that the opposition proves too strong. Do not forget that these people were able to capture both Wolverine and X-23…"

"Fair enough…" the icy mutant sunk back in defeat, looking as though he couldn't find any reason to argue.

Normally he might have put up some kind of argument, but he knew Logan pretty well and had seen firsthand what X-23 was capable of, and the thought that they were taken down was pretty frightening. After all, the latter had once infiltrated the institute all by herself and incapacitated everyone present with her impressive abilities. Those who had been there during the incident seemed to be thinking the same thing that he was, but none of them seemed willing to discuss it now.

After a few moments of silence, Colossus spoke up at last. "We should head out as soon as possible." The Russian mutant suggested calmly.

The Professor shared his sentiments. "I want all of you to stay with your group and keep in contact with each other at all times. This way if one of the teams makes an important discovery, the rest of us will not be caught unaware and can provide help if the situation demands it."

"You heard the man, let's get this party started!" Gambit replied in a smooth tone, his scheming eyes flashing with a glimmer of anticipation.

His former comrade glanced around to make sure they were alone before focusing his powers, instantly transforming him into his metallic form in a matter of seconds. "Let us go… We must not waste any time."

Xavier gave their two newest recruits an expression of approval before turning to face the others. "X-Men, move out!" he ordered in an unusually stern voice. "Stay together, and contact the rest of us if you find anything of importance. Remember that the fate of a trusted comrade may hang in the balance."

Scott and Jean headed off into the woods, the former giving his superior a small salute as they headed into the bushes. They were closely followed by Bobby, who scarcely managed to keep up with his two teammates. The trio vanished into the overgrowth moments later, closely followed by Colossus and Gambit, both of which headed in the opposite direction as they made their timely exit. The explosive mutant was particularly known for his tracking abilities and rugged background, giving him an advantage during this type of mission. In addition to his survival skills he was also a pretty good tracker.

"Good luck…" Professor Xavier muttered as his recruits headed out into the wilderness.

Storm quickly noticed his concern and placed her hand on his shoulder in an attempt to calm her former mentor. As the younger heroes disappeared from view, part of her wished that she had gone with them, but as a teacher at the institute she knew that they were capable of more than most of them gave them credit for. Looking towards the Professor told her that he was still concerned, but eventually the two adults turned their back on the forest and casually went about performing their own roles for this mission.

As Charles Xavier continued his telepathic search in an attempt to re-establish his psychic connection with Wolverine, the two groups he sent out parted ways and began exploring the surrounding forest for signs of their lost companion. As Cyclops and the rest of his team headed out onto the main trail to search for clues, the former Acolytes were used to enduring more rugged terrain due to the inconvenient location of Magneto's many bases. Having endured mountain and wasteland to reach those locations, a short trek through the wilderness was not nearly as taxing for them.

In placed that were too heavily grown to proceed, the two mutants began to carve out their own trail by forcing their way into thicker underbrush. The larger man stood in front, using his metallic form to crush and smash branches and twigs as they proceeded. Gambit kept his eyes fixated on the woods around them, carefully looking for any signs that someone had came through here beforehand. The explosive mutant extended his staff to full length, using the tool to bend tree limbs aside as they headed through the growth and further into the forest.

After several minutes of silence, the Russian mutant decided to address his fellow recruit. "I joined the X-Men to make amends for my past deeds." Colossus confided to the other man.

"What?" Gambit raised an eyebrow while directing a blank expression.

The metal man blinked before addressing his comrade. "Forgive me… I merely told you my purpose for joining the X-Men in the hopes that you would do the same for me. By ordinary means it makes very little sense as to why you would also have chosen to quit the Acolytes and join with those you once stood against."

"I've got any number of reasons as to why I decided to join the X-Men." Gambit leaned on his fighting rod for a moment as if lost in thought. "First I have to say that serving Magneto loses its charm after awhile."

Colossus looked at him appraisingly. "When we spoke earlier I sensed that you were genuine in wanting to change allegiances and thus I vouched for you. I shall not invade your privacy if you do not wish to confide this, but perhaps there is more to your decision then you care to reveal."

A silence fell as they stared at one another, but the smaller man did not back down. He considered his fellow deserter for a moment before answering, a look of amusement etching its way onto his face. "I gotta admit you were always smarter than the old boss gave you credit for. Let's just say that I have my reasons for wanting to stick around, but as they say, that's neither here nor there."

"I suppose it is not." The metallic mutant replied with an almost apologetic look. "I did not mean to intrude into your personal matters."

Gambit shrugged with a crafty expression. "Don't sweat it… You can't really blame a man for asking questions."

They searched for several hours without much problem until they reached a walked into a clearing devoid of plant life. The explosive mutant's eyes widened in surprise as he noted the burned vegetation and the several tire tracks on the ground. It was an unusually large clearing that appeared to have expanded due to a recent fire. From the indents in the ground, he guessed that this was the place where the forest fire from last night had taken place, something that wasn't particularly surprising considering where they were.

His companion seemed to be thinking the same thing as he entered the scene, his eyes scanning the premises rather quickly. "It appears that this is the location you heard about." 

"Looks that way…" Gambit replied, he noticed the fresh tire tracks, which seemed to cover large portions of the unnaturally large clearing. "If the road was close enough for the fire department to neutralize the fire so easily, then we must be reasonably close to New York."

The metallic mutant ran a hand through the soil, rubbing the soot-like residue coating the dry earth between his fingers. "Since we have been traveling several hours by foot, it is safe to conclude that we have come much closer to civilization. It is likely that the trail beyond here leads back onto the main road and into the city."

"No doubt…" the shifty mutant replied with a look of disappointment. "I guess that means we've reached a dead end."

Before either of them could speak again, a sudden rustling caught their attention. The larger man took a fighting stance as his partner took out his fighting stick, but they found these precautions unnecessary as the opposing figures drew close enough for them to get a better view. The second group of X-Men entered the clearing, looking equally as disturbed by the proceedings. Cyclops stood at the head of the group, using his energy to blast aside a low hanging branch as they joined their two newest recruits. While his girlfriend looked relatively unfazed by the meeting, Iceman appeared particularly glum at their failure to find any clues. The trio sauntered in the clearing, taking the long walk towards the center to meet with the rest of the team.

"Looks like you guys ended up here too." Scott greeted them with a small frown. "So, did you two find anything that might help us find Wolverine?"

Colossus cast his new teammates a similar expression. "Unfortunately our search was rather unsuccessful in this regard." Perhaps the rest of you found something useful for us to use in this investigation."

"During our search we found some mechanical parts not far from this clearing, but it seems that someone might have removed most of the evidence that the enemy might have left behind." Jean Grey explained.

"We didn't fare any better than you guys." Bobby let out a childish groan. "Oh man… It's not like the guy could've just dropped off the face of the earth."

"According to the Professor, Wolverine is still somewhere nearby. We can't just give up this search." Cyclops replied.

Colossus opened his mouth to argue, but the sound of a chopper off in the distance quickly caught his attention. The two mutants looked up towards the sky as a strange aircraft descended at an alarming rate, almost touching the tops of the taller trees as it headed off into the opposite direction. Gambit looked for some kind of insignia on the aircraft, but he could not see any even from this relatively close range and was immediately suspicious, his sentiments made worse as he saw the aircraft descend into the woods in a location he estimated to be several miles northwards from their current location.

The mutants began to wonder why a helicopter would be landing in such a deserted location, especially since the there seemed to be no development in that direction from what they had found during the hours of searching they had endured. There had been a few empty clearings in that general direction, but inspection of those areas had not yielded any productive results fort heir investigation. Things just didn't seem to add up, even though everything was placed in front of them.

"Why would someone land in such a deserted location?" the metallic mutant spoke as if he had read his companion's mind.

The smaller man shoved past his companion with an unreadable expression so that they were standing back to back. "You're right! There's something suspicious about that aircraft that just went by. There were no markings on that rig, and judging by the flight pattern it doesn't seem as though that was an emergency landing."

"I'd have to agree…" Jean commented with a small nod.

Iceman seemed delighted by the thought of getting some action. "So, should we see if whoever that was has anything to do with Wolverine's disappearance?"

"While it suspicious, I can't say we have any solid proof that there's anything going on. I say we head out and see what we can find out by ourselves" Scott replied tactfully. "If we run into any trouble during this investigation we'll know what to do."

"Finally we can get some action! Sounds pretty good if you ask me." Iceman remarked excitedly. "If I create a path of ice over the trees, we'll be able to avoid the march through the woods. This way we can get the drop on the enemy before they even know it."

Jean shook her head in response to his proposal, gravitating the attention onto herself. "While that sounds good, we really should be more concerned on whether or not the enemy will see is. I agree that time is important here, but if we do run into trouble it would be better to go for a less flashy entrance. We don't want to attract the enemy's attention on the off chance that this plan of yours leads us right to them."

Bobby raised his hands defensively. "All right, I get it… my plan wasn't that great."

Cyclops raised an eyebrow behind his visor, his face displaying a look of uncertainty. "The question is do you have a better plan that we can use?" he asked the woman standing next to him.

Before she could answer, Gambit tapped Colossus and gestured forwards with his staff. "Since we all seem in favor of investigating this situation, we should clear a direct path north to shave some time off of the commute. I believe my fellow Acolyte deserter here is more than capable of providing the necessary accommodations."

His suggestion earned a small nod from Cyclops, who seemed to agree with the approach. "Go ahead… At any rate it's probably not such a bad idea. If we create a direct path through the woods, then we'll be able to find our way through faster." He gave the metallic mutant his approval.

The explosive mutant waved his finger back and forth. "Don't want these people getting away before we can even find out if they're the enemy or not. I'd wager that when we find the bad guys, we'll find your friend."

"Very well!" The metallic man replied before charging forward into the brush with full force.

He smashed though branches as they cleared the way, his comrades following closely behind. The group tore through the woods with their newest members in the lead. Jean used her powers to repel twigs as they bolted through the forest. Several minutes passed as they continued north, the pace never slowing as they traveled in a group. Having trained very hard in the past, the X-Men and their newest recruits were in excellent shape when it came time to this sort of run. As they drew closer to the target, a small clearing came into view in the distance, but little did they know that they were about to wander directly into enemy territory.

Meanwhile

Deep in the bowels of his underground base, Hebert Landon and his employer awaited the arrival of their benefactor from the HYDRA organization. A helicopter had arrived several minutes ago, carrying with it the illustrious leader of the notorious spy network along with a pair of her scientists as well as three bodyguards. The disfigured man shifted with uncertainty as he monitored the security cameras, silently watching as the their own henchmen escorted the procession to the main control room where the two leaders would meet in person.

A quick glance at the screen in the far left corner told the room's occupants that their guests were close by, but the sound of steady footsteps made the precaution unnecessary at this distance. A few seconds later, the metal doors leading into the room swung open with a clanging noise, allowing the people beyond to join them. Four guards wearing black suits entered the room, having escorted the small entourage to their superior's location on his request. The Kingpin personally stood up to greet them as his guests entered the main room, his facial expressions and mannerisms displaying a general sense of distrust towards the new arrivals.

Several men wearing dark militaristic uniforms marched into the room in a group, their boots tapping against the metal floor as they parted ways moments later to reveal the presence of their leader. The woman who emerged from the opening was of medium height with a slim figure, wearing a dark green coat with a matching outfit visible underneath. Her shoulder-length hair was styled in a rather simple manner, and seemed to be an even darker shade of green, the curtains of hair framing her face branching out to conceal one of her eyes. The newcomer also wore eyeliner and lipstick of a similar shade, completing her ensemble in a most effective way.

The Kingpin approached his benefactor with a stiff expression, his eyes quietly sizing up the opposing group as he stepped forward. "As promised, my organization had enacted the capture of experiment X-23… I assume that you will now fulfill your end of the bargain."

"That would be my purpose for being here, but I shall not dispense any information until we have seen proof beyond a doubt that you have actually accomplished the deed." The green-clad woman replied with a distrustful sneer.

"If you require proof, that is simple enough." The large man snapped his fingers in and impatient manner, sparing a quick glance at his personal assistant.

Landon turned his attention back towards the computer terminal and type in a quick sequence, causing the camera footage streaming from the containment chamber to fill the large monitor in the center of the room. The two criminal leaders faced the screen as the desired image appeared, revealing the presence of the mutants that Doctor Octopus had captured during his combing of the surrounding forest.

The mountainous crime boss gestured forward with a satisfied expression. "As you can see, the target has been captured alive and unspoiled, and awaits you as we speak. I have carried out my end of the deal… Now the time has come for you to give me that which you promised."

Madame Hydra watched the screen for a moment with a look of interest before turning back towards the Kingpin. "Hmmm… I found it very interesting that you were able to capture such a skilled assassin so quickly, let alone manage to detain her. My confidence in your organization's ability to accomplish this task was low at best, yet you managed to do it in record time."

"You'd be surprised by some oft things we have done in the past." Hebert Landon replied from his seat by the control panel, a small look of elation lighting his partially disfigured features as he considered the thought. "By harnessing some of the world's most advanced technology, any and all limitations become virtually nonexistent."

His words seemed to catch her interest. "Would you be willing to explain exactly what kind of technology you are referring to in this particular case?" the woman replied.

The deformed man seemed as though he were about to elaborate based mostly upon the fact that he was proud of his own accomplishments, but the Kingpin asserted his presence by stepping between them, quickly ending the conversation. He gave his personal assistant a small warning look over his shoulder, and once he had silenced Landon, the crime lord turned back to face their visitor with a slightly less aggressive expression.

"It is not necessary that I share this particular piece of intelligence with you, nor do I believe there would be any benefit in doing so." Wilson Fisk replied benevolently as possible, silently hiding his annoyance for the moment. "The matter at hand concerns the tradeoff that we planned beforehand. That is all…"

Madame Hydra seemed to shrug off his comment with little consideration. "Not to worry, as agreed you will be compensated for your involvement. Once the rogue experiment X-23 has been taken back to HYDRA headquarters, I shall send you the information per our original arrangement."

"Actually, the conditions never did specify when I would hand over the experiment." The Kingpin wore a contented expression. Although his actions seemed to garner the attention of the opposing entourage, he paid them little notice. "If this experiment is so valuable to you, then you will be prepared to fulfill your end of the deal first."

The woman standing across from him grimaced as she heard his statement, her contented expression twisting into a more distasteful look. She directed a challenging look at the man, her dislike deepening as they made eye contact. Madame Hydra despised the syndicate leader's attitude to the furthest extent, and from his expression it was apparent that he had never trusted her from the very beginning. Truthfully she had very little desire to tell him what he wanted to know, most due to he own pride. There was also the matter of his anger issues, something that the big man was known for in the criminal underworld.

"You will have what you want, at my own discretion." She replied curtly, giving him a seething look in the process.

"I see… So that is how you intend to complete this transaction. You'll find that I have taken some precautions in the case that you did not cooperate." The Kingpin's calm expression wavered to reveal a heated glare as he pulled a large remote control out of his pocket.

As if on cue, one of the HYDRA agents drew a pistol in case the crime lord's item was a weapon, but before he could fire a single shot, the man's was shot from across the room, causing him to recoil in pain, his own weapon slipping from his fingers as the opposing bullet pierced his hand. A stream of blood dripped down his hand as the man let out a howl of pain, but the others were unable to react as several more of the Kingpin's henchmen entered the scene to inspect the sudden commotion.

Hebert Landon lowered his own weapon with a pitiless expression once he was satisfied with the results, the end of his shotgun smoking in the dim light of the room's monitors. The rest of their henchmen pointed their own weapons at Madame Hydra's entourage, causing a deadlock as the two sides prepared to fire. The green-clad woman realized that her followers were outflanked and signaled them to lower their weapons, silently exchanging challenging expressions with her adversary for a moment before they seemed to come to an understanding. After a few more seconds of tension, the Kingpin to called off his own men as well, dispersing them with a fierce snap of his fingers. The men put away their firearms, allowing their leader to speak once again.

"Contrary to the reaction of my men, the item in my hand is not a weapon. It merely controls the robotic guardians that my team of scientists constructed. Many of these deadly automatons are stationed in hidden locations throughout this underground laboratory as well as the surrounding forest." The large crime lord explained carefully.

"I would assume that you plan to release them if I do not comply with your demands." Madame Hydra cast him a look of utter loathing. After a moment her expression twisted into a look of amusement, which he did not return. "Although I was not keen on the idea of giving you what you want, it does not mean that I did not intend to."

"Speaking of which, I have something else that you may be interested in… The Kingpin exchanged a quick glance with his assistant before turning back to face his guest. "Landon, if you would be so kind as to show our guest what I mean."

Hebert Landon adjusted the view of the monitor to reveal the mutant hanging beside X-23, causing a rather unusual reaction from the room's occupants. The green-clad woman's eyes widened in surprise at the sight of Wolverine, but her expression soon gave away to reveal a look of disinterest once the surprise at seeing him had died from her face. Her benefactor watched to see her reaction and seemed to understand what she was thinking, having suspected from the very beginning that she had limited interest concerning the old government project.

"I am even more impressed that you managed to capture not only my experiment, but also the original Weapon X. Would I be correct to assume that he was traveling with the girl when your miserable subordinates encountered them." she mused out loud.

The Kingpin nodded in agreement. "According to Doctor Otto Octavius, he was with her during the initial capture and during the battle he noticed s remarkable similarities between their respective abilities. It was merely on a whim that he captured this man, only to find out through the viewing of those files you gave us, that he was indeed the experimental mutant that X-23 was created to emulate."

"Not emulate…" she replied with a look of what appeared to be pride. "As you can probably imagine, this girl was made to be stronger than the that old government project from which she was created."

"Indeed… I was actually hoping that you would have had some interest in him, mostly because there may have been some profit if that was the case. Since you do not, perhaps I would be better off using him for my organization's mutant research branch instead." The vast crime lord replied.

She turned her face away from the monitor to look over at him. "Weapon X is an old model, unfortunately for you his capture does not interest me. Do with him as you will, I do not care what plans you have for Weapon X, so long as you hand over the child to me."

"Ah yes, I knew that we would return to that topic." The Kingpin replied with a pronounced note of aggression. "My conditions still stand, and I hope you have the common decency to give my what I want before we begin this transaction."

Madame Hydra did not back down from her position, although she seemed to hesitate as she attempted to devise a plan to twist the deal in her favor. "I will give you that which I promised before my departure, but after X-23 is in my hands. Hopefully this will quell your paranoia, seeing how you seem to be under the impression that I would not cooperate."

He considered her for a minute before giving her a satisfied nod. "Very well, I suppose that much can be done. I hope that you understand what will happen if you attempt to flee without granting me my compensation…"

"I have no reason not to, but you'll forgive me if your reputation has not kept me on my toes, so to speak." She replied with a similar expression.

"In a moment we will lead you to where the prisoners are being held, and from there we can finally conclude our business." The crime boss explained.

The group turned towards the door to move into the hallway, but Hebert Landon noticed movement on one of the security monitors and quickly observed the threat. He could see several people wandering the woods dangerously close to the base, and while that normally would not have been a problem due to the hidden nature of the building, the HYDRA helicopter seemed to give away their presence. Even worse was that it seemed as if these people were deliberately searching for something. If whoever it was came close enough to see the aircraft, there was no doubt that they would be suspicious finding a lone helicopter inconveniently left deep in the woods.

The disfigured man tapped his superior on the shoulder to get his attention. "Sir, I believe we have some more pressing issues." He warned with a glum expression.

"This had better be important for your sake… What is it?" The Kingpin answered fiercely, roughly shoving the smaller man aside as he turned to face his assistant.

"We have intruders combing the area around our base. I would assume that they are attempting to find us considering that some of these people are wearing clothing similar to the captured Weapon X!" Landon explained nervously.

Wilson Fisk shuffled over to the main monitor with surprising speed for a man his size, his eyes narrowing dangerous as he caught sight of the team of mutants. He brought his fist down on the control panel, causing the screen the flicker violently from the impact. Had he not controlled his strength at the last moment, his strike might have crushed the terminal like a can, but the thought of losing visual confirmation at a time like this had stilled his hand before he caused any serious damage.

"Curses!" the Kingpin bellowed, his composure slipping at last.

Madame Hydra joined them at the screen, her face coming to life with recognition as she caught sight of the approaching mutants. The green-clad woman recognized them as the people she had seen in the files that they had obtained from SHIELD during one of their operations a while back. Although it had been over a year ago, she recognized some of the people that the security cameras had caught and decided that it was best to warn her benefactor. Not only for his sake, but also to preserve her own interests as well.

"Those people heading in this direction are the X-Men. Members of a team of mutants that the original Weapon X has been a part of for many years now." She explained to them. "No doubt that they have come to rescue their companion."

To her surprise, the large crime lord rounded on her. "Curse those mutant slime, they must have seen that blasted helicopter of yours heading in this direction and followed after you. If they ruin our transaction, I will personally see to it that you will regret this!"

She backed down slightly at his display of anger, but her demeanor remained very much the same as she attempted to sort out this mess. "Do not be a fool… They may ruin everything for the both of us if we do not take the time to secure the surrounding area as well as the interior of this underground base."

"I know it is not my place to say this, but she is absolutely correct." Landon stepped forward with a worried frown. "Our time would be better spent removing the intruders rather than fighting amongst each other. According to what we have seen, they have not yet found us, but when the reach the main premises, I believe the presence of that aircraft will give away our location easily."

The Kingpin hesitated for a moment before addressing the others. "Very well… We'll see how these mutants like the welcoming committee I prepared in case of such a situation." He pressed a button on the remote control in his hand, his lips twisting into an evil expression as he prepared the first line of defense. "Activate the defense grid and release the robotic slayers!"

Herbert Landon's gave them an ecstatic expression as he complied with his superior's orders. "Those filthy mutants will be dead before they reach this laboratory…" he muttered, looking positively excited by the prospect.

Note to Readers: I'd say this qualifies as a cliffhanger. Now the long-awaited confrontation can finally begin, and I also hope to show more of Magneto and Spider-man in the future once this arc is over. I noticed and that my spelling and grammatical errors can be a small impediment to reading this story, but I apologize for my lack of editing a lot of the time.

I might've updated sooner, but my computer had some issues recently and it took a while to sort things out. I hope that you guys liked this chapter. I could really use some reviews and support now after that major let down with the last chapter I posted. Support is part of what keeps my wanting to write the story.


	8. Chapter 8

**Chapter 8: Fall of the Viper**

Disclaimer: I do not own any Marvel characters or logos.

The deformed scientist set to work at once, using the control panel at his disposal to activate the defense mechanisms set around the underground laboratory. As his fingers danced across the keyboard, robots programmed to eliminate intruders converged on the general vicinity from their hidden positions throughout the surrounding forest, taking to the skies like rockets as they were called back to defend the main base. Landon wore a satisfied expression as the automatons appeared within range of the security cameras, his heart racing with excitement as he activated the mutant sensors that they had recently incorporated into the robotic guardians.

As the robotic monsters prepared to strike, the X-Men drew closer to the location of their doom. The members ran in a small group through the forest with Colossus using his hard metal body to clear a path through the trees as he charged through the woods at the head of the group. Gambit followed closely behind his former comrade, closely followed by Cyclops, Jean, and Iceman who were running a few yards behind the others. Jean used her telekinetic powers to repel flying tree branches, protecting the others from possible injuries as they trekked through the rough terrain.

Iceman rested the side of his hand against his forehead to get a better look at the trail. "I can see that strange helicopter from before sitting in the clearing ahead." He shouted as they continued onwards. "Looks like whoever came through here didn't think someone would follow them this deep into the woods, huh guys?"

"We don't have any proof yet that these people are the enemy, but whoever that thing belongs to might have an idea of what happened to Wolverine." Cyclops exerted more effort to catch up with the others.

Gambit turned his head in response. "I personally have to agree with both of you… I don't think that the enemy expected us to show up, but there's a chance that they might be ready for us anyway. Some bad guys are pretty paranoid like that, so we should be ready in case they decide to jump us beforehand."

"I guess we should consider the possibility before rushing in." Scott slowed his pace to a slow jog as he spoke.

The others complied with his course of action almost instantaneously as the group slowly came to a halt. Colossus stopped his procession as his fellow X-Men caught up to him, immediately halting the others as the group reformed around the metallic mutant. Cyclops' eyes widened in fear behind his visor as he noticed the youngest member of their group still on the move, having activated his powers prematurely in anticipation of getting some action. Iceman was now gliding above their heads on a tower of ice, turning around and batting them a pair of thumbs up as he drew closer to the clearing ahead.

"You're not supposed to move in yet! Get back here!" Scott shouted, extending his right hand towards him as if beckoning the icy mutant to come back.

The excitement died from the boy's face as he heard the warning, but his expression seemed much more relaxed a moment later. "Don't worry about me, I got this thing thought out!" Bobby called back with a renewed smile.

Before he could react properly, a missile came soaring in his direction from an unknown source. The icy mutant let out a terrified scream as the projectile came within inches of his body, but a strange force pulled him backwards as if an invisible hand had seized him from behind and carried him to safety with incredible speed. Cyclops placed a hand to the side of his head as he aimed and fired a blast of energy from his visor, clearly relieved that Jean had saved their youngest teammate from certain death. The interfering explosion caused the missile to detonate prematurely seconds later. Although they were showered with bits of debris, the five heroes had survived the ordeal shaken, but unharmed.

Iceman looked around with a dazed expression, a bemused expression appearing on his face as he took a moment to catch his breath. Upon seeing the faces of his angry teammates, he rubbed the back of his head with embarrassment. "Well… At least we know this is the right place." He replied with a nervous chuckle.

"Good job giving up our position, Bobby." The female psychic replied with a scathing look.

"The Professor thought you could be trusted with this, but it looks like you just set yourself back a few steps." Cyclops reached towards the ground and lifted pulled the boy to his feet by the collar of his uniform, giving him a small shake to emphasize their disappointment. "You not only put yourself in danger, but the rest of the team as well. What do you have to say for yourself?"

Scott stood for a moment with his eyes boring into the younger mutant as the younger mutant brushed himself off. While the rest of the group seemed disappointed by his lack of thought in his recent actions, their sentiments were quickly replaced by a sense of dread. The other three members of the team seemed to share a collective feeling of shock as they caught sight of the source of their problems heading towards them at a frightening pace.

Gambit tapped him on the shoulder, effectively catching the attention. "I'd hate to interrupt this little lesson, but we've got bigger problems." He made a gesture with his staff, pointing the end towards the threat.

"What the hell!" Iceman nearly choked as he caught sight of the large metal giants heading towards them.

"Stand your ground!" Cyclops shouted as they turned to face their enemies.

The five mutants stood in shock as their robotic opponents emerged from the surrounding trees, one of them using its mechanical strength to smash down a small tree as its fellow automatons moved into attack positions. Despite the sense of terror felt by the majority of the mutants in the woods, the occupants of the hidden base nearby seemed to find the situation rather interesting. They had heard the reports of what had happened during the first strike against Wolverine and X-23, but the units had yet to be tested against other mutants.

Hebert Landon looked as though he had just been promised a large sum of money as his anticipation peaked. "It's all over for those genetic abominations!" the madman declared, his disfigured eye widening to unnatural proportions.

Madame Hydra glanced over his shoulder at the security monitors with a look of fascination as the madman pressed on, a look of mild interest gracing her unusual features as the mechanical killing machines began homing in on their targets. She glanced up at her benefactor, who seemed interested in her reaction. The large man gave her a satisfied smirk as the eight-foot tall androids moved in for the kill, looking proud with his organizations work as the squadron of robots advanced forward like an army.

"As you can see, this is how I intend to handle these types of situations. I am well aware that luck and interference from outside parties can ruin all but the most well thought out plans, so in conclusion I have taken measures to cover any and all variables that may be introduced." The Kingpin replied with a confident leer.

The green-clad woman said nothing as she watched the monitors, her mind wandering for a moment as she contemplated her options. While the infamous crime lord had come through on his half of the deal, she remained uncertain of what to do next. However she was fairly confident that this would not be the case considering that she still had the information that he had wanted.

It did little to heal her sense of pride, which had been dealt a serious blow by collaborating with such a man. From the very beginning of this ordeal she had hoped to dictate the conditions of their transaction, but it seemed as though coming into his domain had deprived her of this advantage. Madame Hydra knew that she would have to play this situation as it came towards her, meaning that things could get complicated.

Back out on the field, the robotic units had already begun their assault, spewing flames and firing gigantic blasts at their targets in an attempt to kill their prey with as little effort as possible. While some of the mutants seemed caught off guard by the sudden assault, Bobby reacted quickly as possible, drawing up a large wall of ice around his teammates in seconds. As if drawing upon some type of artificial intelligence, the cybernetic enemies changed their strategies and began hammering away at their defense, but the move had given the others the time they needed to counterattack.

Colossus shoulder rammed one of the robots with all of his might, smashing a giant dent into its torso area with a well-placed tackle. The mechanical warrior spewed another shower of flames from the weapon on its arm, but his opponent charged through the fire and shattered the attacker's body with his own metallic fist. A second robot emerged from behind to strike with impunity, but Cyclops released an unusually powerful blast from his visor, sending the robot to the ground with a loud crunch.

Several yards away, Gambit danced around the mechanical giants with an impressive display of acrobatics, using his staff to increase the effectiveness of his jumps as he vaulted from one place to the next, managed to avoid the fiery blasts from their enemies' weapons. The nearest robot attempted to pound him with its gigantic fist, but he broke into a dive and slid beneath its legs, placing a hand on the automaton's leg to create and explosion. The monstrous robot doubled over in as its left leg burst from within, but before it could fight back, the explosive mutant detonated a playing card in the attacker's face, blowing its head clean off.

A few of the other units moved in to replace the ones that had been defeated, but Jean repelled them with a telekinetic blasts, destabilizing their footing long enough for Iceman to follow up. The younger mutant slid past them on a column of ice, moving in a circular pattern around the enemy as he froze them solid with the steam of ice shooting out of his hands. He thickened the layers of ice around the robotic monsters so that they would not escape as easily and headed back towards the fray.

Three more automatons emerged from the trees and fired off missiles from the hidden compartments in their chest plates, catching Jean off guard. She raised her hands to repel the incoming explosives with her powers, but found it unnecessary as Scott blasted them out of the sky with his own abilities. Debris rained down on them, but Iceman created a small dome of his element around their bodies to protect them from harm as it bounced off of the barricade.

"I'm betting you're glad I came along!" the icy mutant replied with a smirk.

Cyclops nodded reluctantly in response, but his eyes quickly gravitated towards the trio of attacking robots. "Don't get cocky, we're not out of the woods yet!" he shouted, pointing to the source of his worry.

The enemy robots advanced towards their prey, but were quickly halted by a hand's worth of exploding cards. Taking advantage of the smoke, Gambit detonated one of the attackers, allowing Colossus to handle the rest. The metal mutant charged through the smoke and smashed the weakened robot with a rugby-style tackle, lifting the broken body and heaving it towards the two others with all of his might. The other pair of automatons buckled as hundreds of pounds of metal came down upon them.

Before they could rest, the X-Men sighted several more units heading flying over their heads. These enemies seemed to keep on remaining out of range, instead relaying on long-range tactics to achieve victory. The robots targeted their prey and began raining down explosives like air bombers. Iceman looked up at the sky with a panicked expression as he recognized what was happening, following up by raising another wall around his companions to protect them.

"That dome won't hold against high impact explosives!" Scott warned the younger mutant as he fired off his own attacks and missed. "Get back!" he screamed, causing the others to scatter on command.

"Don't have to tell me twice…" Gambit commented as he made a dash for the surround trees.

Colossus dove sideways as one of the incoming bombs made a man-sized crater where he had been standing moments before. Iceman took to the air with a sweeping motion, riding around on his column of ice as he attempted to vacate the area by any means necessary. Cyclops made an attempt to pre-detonate another one of the projectiles, but his girlfriend seemed to disagree with the approach and sent him flying with her powers to save him from death. Jean followed up by thrusting her hands in an upward motion, catching the remaining explosives with her powers and containing the explosions.

The telekinetic woman let out a breath as she took a moment to relax, but the assault was far from over. One of the flying robots descended to the ground and raised leg to stomp her, but Iceman swept through on his tower of ice, seizing her by the wrists and saving her life by less than a second. The frozen mutant stopped when they were within a considerable distance away from the enemy, his shoulders slumping in weariness as he let out a sigh. She leapt from his ice platform with a similar expression as the others appeared.

"I don't know about you guys, but maybe we should rethink our plan." Jean suggested.

"She's got a pretty good point." Gambit replied, pointing his thumb over his shoulder at the injured telepath. "We don't have any solid proof, but the enemy seems to have known that someone would try to stop them and prepared in advance."

Cyclops gave them a stern expression, although the affect was diminished by the presence of his visor, the impression he was trying to make was still present. "We have a duty to save Wolverine if he's in there. Think about it, and you all know that he would do the same for us if we were the ones who were captured."

The metallic mutant standing beside him gave his new teammates a quick nod. "I admire your spirit… To stand up for a comrade is most admirable by all means, so if you are willing to continue this battle, then I shall continue to fight by your side no matter what the cost!"

"Hey guys! It looks like we might not have time to debate this!" Iceman shouted as he pointed towards the eight-foot tall robots heading through the woods in their direction.

Bobby raised a hand and repelled their flamethrowers with another wall of ice, allowing the others to fight back. Gambit cut his deck of cards and detonated the remaining half with a quick tap, tossed the remaining cards at the enemy. Although they lacked speed, Jean placed a finger to her head and focused her own abilities on the explosives, pelting the enemy with a shower of explosions. The combined attack sent metallic parts scattering in different directions as the three automatons were destroyed.

"Get down!" Colossus used his body to shield his comrades from the flying chunks of metal, although luckily enough for them the explosions were far enough away so that they were not caught directly in the blast.

"Something tells me that don't have much time left before the enemy comes after us again! I suggest we heads back to that clearing where the helicopter is and investigate before they come back in force." Cyclops replied with an unusually serious gaze. "Are you guys coming or not?"

Cyclops stood up from his place crouched on the ground, his costume slightly damaged from the previous bout against the enemy units. He looked around at his fellow X-Men with a tactful expression and began heading out again. The metallic mutant nodded in agreement and complied immediately, solely followed by Jean who probably would have cooperated just to prevent her boyfriend from getting himself killed, even if she had not agreed with him already. The group took a moment to take a breather as they finished disposing of the enemy units, but their unofficial leader seemed less keen to rest now that the enemy had been cleared out of the area for the moment.

While they managed to emerge from the previous incident relatively unharmed, the controller of the robots was less than impressed by their display. Hebert Landon had seen the fight through the hidden surveillance cameras scattered around the forest, and pounded the control panel with his fist out of pure frustration. His mutated face seemed utterly livid as he watched the mutants heading back towards their hidden location, a sense of outrage boiling in his stomach at the ideas of being outwitted by their kind.

"I trust that you have managed to eliminate the enemy by now?" His employer questioned in a low, impatient tone.

"This is blasphemous! Those vermin managed to escape my robots and are currently heading back towards this location as we speak." The disfigured man shook his head irritably, a small growl escaping his lips. "I have activated the defense grid, but if they manage to break through our defenses then we may be forced to address the situation for ourselves."

Madame Hydra moved in to investigate the situation for herself. "If your end of the deal falls through due to your own incompetence, I will have no reason to uphold my promise. This I can assure you." She replied condescendingly.

The Kingpin slammed his fist down aggressively, his glare intensifying. "They will not cause any further complications once we release the secret weapon."

"What secret weapon are you talking about?" Landon replied curiously.

The large crime lord pressed a button on his remote control, causing another monitor to flicker on, instantly grabbing the attention of the room's many occupants. Both the HYDRA Agents as well as his own henchmen seemed to be particularly struck by what they saw. On the screen was a large imagine of a cleverly designed spider-shaped robot. Although it looked strange, the scientist standing next to it in the picture implied that the invention was about the size of a small building. Madame Hydra looked amused by this sudden development, while Landon seemed surprised that his boss would be willing to utilize such an invention.

"Isn't that one of the old spider-slayer killing machines that you once used in an attempt to destroy Spider-man?" his assistant questioned.

The Kingpin seemed to find amusement in the situation. "Actually the originals were destroyed by that little pest, but this current model was created from the blueprints Alistair Smythe left behind. Although I doubt he intended to leave me with this parting gift upon his resignation, I believe that now may be a good time to see if it is really as powerful as the fool boasted."

The green clad woman standing behind them took a closer look at the picture on the screen. "Are you certain that this toy will be powerful enough to destroy the mutants?"

"Although it was originally made to combat Spider-man, I had Doctor Octavius incorporate some extra features to make it more versatile." The crime lord explained. "If it manages to get rid of these mutants, then we will have no trouble squashing the wall-crawler as well… for now, we test it out on these mutants!"

"Consider it done!" Landon exclaimed with a maniacal expression, making himself look quite deranged as a result.

Outside in the woods, the X-Men had finally managed to reach their destination, but the mess was far from over. As the group looked around, they could see a small wooden shack on the opposite side of clearing, and the chopper from before resting closer to their position. Gambit pounced forward and pried the door open with the end of his metal staff before giving his teammates a small look of approval. Cyclops took a closer look at the inside of the aircraft, but saw nothing suspicious as he searched through the compartments they could find.

The remaining three mutants moved further in as the two men re-emerged. Scott noticed their looks of curiosity and responded by shaking his head disappointedly, earning an exasperated sigh from the youngest member of the group. Bobby let out a groan as he imagined what would happen if the enemy had escaped them, but his thoughts on the matter shifted as the ground on which they stood began to rumble. Jean let out a small gasp as she felt the terrain move, working to maintain her balance a gigantic shadow emerged from the surrounding foliage.

"What is that thing?" she exclaimed, pointing in the direction of the rapidly growing shape.

Iceman's eyes widened in shock as a spider-shaped robot the size of a building smashed through a row of trees. The beast bore a metallic shine and dark coloring copying that of a black widow spider, a large red stripe running down its large back section. It's eight eyes shined like camera lenses as it moved into position between the X-Men and the small shack on the other side of the clearing, it's mechanical legs crunching sickeningly as it lumbered towards the team of mutants. A pair of robotic fangs protruded from the monster's face, framing its mechanical jaws.

Even the two former Acolytes seemed surprised by the appearance of the robotic giant, but the affect wore off rather quickly as the beast fired off a series of missiles from it's jaws. Cyclops detonated them prematurely with a few quick blasts from his eyes, but the veil of smoke created by the explosions created visionary complications. Bobby panicked and took to the air on his icy transport in an attempt to escape the impairment, but the monstrous arachnid charged with incredible speed for its size, forcing the other mutant to flee from the impact zone.

"Damn, this is bad!" Gambit dove to avoid the monster's laser fire as the beast began targeting them with its weapons.

The female of the team carried Cyclops into the air as they avoided the impact, but the robot turned its abdomen upwards and fired a series of web-like cords in their direction. The nets opened in midair, catching the two mutants off guard as they were ensnared by the open nets. Although Scott could have countered with his energy blasts, there was a risk of hurting his companion while trapped in such a manner. She tried to use her powers, but an electrical pulse coursed through the bindings, causing them both to writhe in pain on the ground. Their attacker prepared to crush the couple with its massive legs, but Colossus seized the gigantic monster by the leg, holding it back with all of his might.

Jean managed to remove the net with a telekinetic blast, allowing the formerly captured mutants to stand again. "Thanks!" she called.

"Run…" the metallic mutant called out as the beast bore down on him instead. His eyes widened as the cybernetic arachnid exerted more force down, but Jean pushed him away to prevent him from being crushed.

Before the robot could target them again, Bobby swooped down upon the monster and began encasing it in ice. "Hey ugly, why don't you try and pick on me instead?" Iceman shouted tauntingly as he moved in circular patterns around the enemy.

The metal behemoth turned on him as a pair of laser cannons burst from its back, raining down blasts of energy in his direction, but the young hero retaliated by freezing the offending weapons with his own abilities. The attack was rendered ineffective as the laser cannons broke free from the ice and targeted them again, but this time it mixed attacks together. A pair of homing missiles erupted from the monster's gullet as it sent laser fire in a variety of different directions. Iceman drew up a wall to delay the attacks, but he knew that it would not last long against such intense firepower.

Gambit re-entered the battle moments later. "Hey muscles, give me a boost!" he shouted to the metallic mutant.

He leapt into the air as Colossus held out his hands, allowing the former Acolyte to push him further into the air. Gambit used the push to fly above the spider robot's laser fire and onto the monster's back. The laser cannon pointed towards him, but he managed to dance around the blasts long enough to destroy both. The killer automaton began an attempt to shake him off, but the other mutants took advantage of the opening to launch their own counterattack.

Jean Grey attempted to use her own powers on the creature, but it was too large for her to completely overwhelm, forcing her to watch in vain as the others attempted to stop the monster. From the looks of things, it seemed as though Iceman's attacks proving as just as ineffective as they had before, while Scott's concentrated energy blasts failed to significantly damage the thick metal body. The explosive mutant standing on the back of the thrashing robot scattered a handful of playing cards along the surface of the robot's back as he leapt to safety, rolling to minimize injury as he hit the ground below.

The female psychic though quickly as she watched the other fight, but the idea she came up with would require cooperation from one of their new recruits. "Colossus, do you think you can handle a major impact?" she called out to her teammate.

The metallic mutant gave her a stern expression, his fists tightening as they watched the others struggling against the murderous robot. "I will do whatever it take, if it means saving our comrades." He stated with a resolute nod.

Jean returned the gesture as they came to an agreement and quickly begun to work. She placed both hands to her forehead as the other members of the team distracted the enemy, and after a few moments she levitated the muscular mutant into the air with her powers. Although the airborne man was surprised at first, he quickly caught on and took a diving stance as he faced towards the ground, cautiously placing his arms around his head as an extra precaution. The psychic woman boosted him as high as she could, but if he was nervous, the man did very little to show it.

She released him moments later, the metal mutant's fall building speed as he tumbled through the air like a living cannonball. He curled up as he fell, making certain to keep his eyes open before the impact so that he would be able to coordinate his landing to a certain degree. Seconds later his body smashed clean through the spider-slayer's body, punching a large hold through the monster's back as Colossus struck with full force. The Russian hero let out a painful gasp as his body hit the ground. His metal exterior vanished as his powers slipped but he did his best not to show the pain.

The cybernetic arachnid stumbled on its clumsy legs as its innards were crushed, the impact alone having caused a sufficient enough amount of damage to begin with. Iceman froze the creature's body in an attempt to stop it from falling on their teammate, allowing the others to move in for the rescue. Gambit dashed over and tossed the remainder of his cards into the hole that they had made. Before running he retrieved Colossus, slinging the larger man's arm over his shoulder before hobbling to safety.

As they escaped to safety, the others watched with interest as explosions burst from within the robots body, sending out spurts of smog as the mechanical monstrosity finally fell. It let out a machine-like groan as the glowing eyes flickered and became dull and lifeless. The metallic legs burst from their sockets as the circuits were friend, instantly deactivating the robot as its metal body fell to pieces. It was over…

"Oh yeah… We rule!" Bobby declared triumphantly. Although his usual manner was present, the icy mutant clutched his chest as he felt the injuries from the battle catching up with him.

Jean turned towards the Russian mutant leaning on Gambit, her expression wavering slightly as she observed his wounds. "We could never have done it without you, although I never should have resorted to putting you in danger like that. I'm really sorry about this…"

"It is fine." Colossus raised a hand in an attempt to silence her apology. "So long as you are all unharmed, I have done my job."

The man supporting him laid his companion's body against a nearby tree. "You did good, muscles…" he replied with a look of amusement. He looked towards the others with a raised eyebrow his staff pointing towards the shack several meters away. "All right then, I guess this means that we should check that suspicious-looking hovel for clues considering that the robots seemed to be trying to protect it."

"Yeah, let's looks for clues!" Iceman reiterated excitedly.

"Someone has to stay here to watch Colossus in case anything happens." Cyclops reminded him.

Before the youngest member of their team could object, Jean asserted herself. "I'll keep an eye on him, the rest of you see if you can find where the enemy is hiding."

Scott glanced between his girlfriend and their team's most irresponsible member with a critical eye, but Jean's expression spoke for itself. After a moment of consideration, he gave them a reluctant nod. "All right, maybe it's a good idea." He turned to face the others. "You guys are with me."

Bobby looked relatively cheerful with his decision, while Gambit seemed relatively indifferent in comparison. The explosive mutant raised an eyebrow as they headed towards the wooden shack as the others entered the makeshift house. It was a small one-room shack that seemed to be in a state of disrepair, filled with cobwebs and covered in a thin layer of dust, but after a minute of searching they found something that was completely out of place.

Despite the old appearance of the shack, there were several footprints on the floor leading towards the closet door, and further inspection revealed that the entry was sealed. Gambit was the first to pick up on this flaw and quickly came to the conclusion that this was no ordinary house. Placing a hand to the door revealed that it was metal, but the deal entry did little to stop him. The former thief smirked in amusement as he placed a hand on the surface of the door, immediately distancing himself from the entry as the metal blockade was blown off of its hinges. His to team members moved forward to inspect the open space, finding a large set of stair leading underground.

"Cool!" Iceman replied as they gazed into the passageway.

"Looks like you found the way in." Cyclops added in with an impressed look.

"I figured that most doorways in abandoned shacks wouldn't electronically sealed and magnetized with a high-tech lock system." The former Acolyte shrugged in response to their comments. "What we do next is your call, chief…"

Their team leader glanced down into the lighted passageway before them, silently considering their options. It seemed like a no-brainer considering that they had been attempting to find the enemy's hiding place, but after running into so many traps earlier it seemed as though they were likely to run into more trouble. After thinking for a moment Cyclops began descending the stairs, sparing the others a single glance back as he continued. "All right guys… Let's go!" he ordered them.

Although they were heading into the passage, the mutants had not take notice of ac concealed security camera watching them from the ceiling. The people in the control room had grown wary of their interference and were actively planning countermeasures. Landon typed away at his keyboard like a madman as he put the internal security grid online in an attempt to slow down the enemy from reaching the end. It was a large underground complex, but nevertheless it was still only a matter of time before the mutants managed to reach the inner sanctum.

"Those nuisances have just breeched the main entrance! To think that they actually managed to destroy the spider-slayer…" Landon warned his employer.

The Kingpin leaned forward as he caught sight of the men running through the halls of the laboratory, his eyes narrowing with anger. "Seal off the barricades except for those needed for us to access the containment unit!" he bellowed. "Dispatch all agents to secure these locations in the case that they manage to proceed."

"Consider it done…" His assistant nodded in compliance as he carried out the orders. With a few keystrokes, the disfigured scientist caused large metal gates to deal off several of the base's hallways, and activate the security grid to keep track of their progress and location.

Madame Hydra gave them an impatient look. "If those mutants find us this could mean trouble. I suggest that we finish our transaction immediately in the case that they succeed."

"Agreed…" the Wilson Fisk replied curtly, as he motioned to the guards.

His henchmen led the party of HYDRA agents into the hallways leading to where they were holding X-23, the two criminal leaders taking up the rear as they followed after the procession. A minute later they exited the hallways and entered another room, the glow from the containment field emanating from the doorway. The laboratory was exceedingly large, almost the size of a gymnasium, and filled with a number of mysterious machines and computers, many of which had been activated by Doctor Octavius for his own purposes.

As soon as the newcomers entered, the mad scientist switched off his computer with a paranoid glance, gently sliding a computer disk into his pocket in a casual manner. An unfamiliar woman garbed in green clothing moved through the doorway with graceful step, closely followed by the evil doctor's employer, both of which appeared anxious by the current situation. The Kingpin shoved both HYDRA agents and his henchmen aside as he approached the main terminal, where the scientist was waiting for him.

"I assume you have come to conclude the deal now that your pathetic machines have failed to stop the enemy." Doctor Octopus questioned with a sly expression.

"Out of my way, you fool!" Without warning, the large crime boss seized him by the throat and tossed him into the air with an effortless flare. "The invading mutants have entered this base and are currently heading in this direction." The Kingpin growled."

Otto Octavius recovered with a low growl as his mechanical arms prevented him from hitting the ground, but he was angry nonetheless. He dusted the dirt from his jumpsuit with a scowl, but this new bit of news quickly stopped him from retaliating. "I assume that you plan to dispose of them so that they do not ruin your plans."

The two mutants bound within the force field reacted in violently similar manners, both of which growled in displeasure as they caught sight of their captors. X-23 extended her claws even though she could not escape from the barrier, but the sight f the person she wanted to kill most made her blood boil, producing an unusually feral reaction from her. The green-clad woman smirked as she caught sight of her organization's experiment, her eyes alive with an arrogant sense of malice.

"I'll kill you!" the feral child screamed, her wrists straining the shackles as she attempted to free herself, but was silenced by an even more powerful blast of electricity.

Wolverine snarled in an irate manner. "So now we know what's going on. You hired lardo over there to do your dirty work." He hissed angrily, his eyes settling for a moment on the crime boss standing across the room. His expression twisted into a look of interest. "You freaks won't get away with this crap… From what you guys are saying sounds like my friends managed to find me."

The Kingpin gave them a look of indifference. "You seem rather confident that they will rescue you, Weapon X. Once Madame Hydra and I complete our little deal, you and your pathetic little friends will perish along with this laboratory."

"Neither of us has any interest in other mutants, therefore I do not care if you are all " Madame Hydra added coldly.

"You bastard…" Logan growled, his eyes narrowing with disgust as he looked at the two criminal masterminds.

Wilson Fisk deactivated the containment field with a flick of his wrist, turning it off with the push of a button. "Before freeing X-23 from her binds we must first incapacitate her." He turned to face the scientist. "Doctor Octavius, if you would administer the anesthetic, we can finally get on with this."

The mad scientist withdrew a small box from a nearby draw, popping it open to reveal a large syringe. He advanced on the girl with a sinister expression, his sickening smile deepening as he approached. "I know that you are more than powerful enough to regenerate from even the most serious wounds, but based on your anatomy I managed to make a surprise just for you."

She struggled as the multi-limbed villain approached her, but before he could administer the drug to X-23, the communications screen flickered on, revealing Herbert Landon's face. The villains gave their attention to the disfigured man, who looked panicked for some reason. "Sir, there is a mutant among he enemy's group who can detonate solid objects like bombs. Due to his presence they broke through our defenses and are rapidly approaching you location."

"How much time do we have?" The Kingpin questioned impatiently.

A second later, the door leading into the room was blown off of its hinges, revealed three mutants standing behind it. Cyclops shot a beam, immediately destroying the vial in Doctor Octopus' hand as he prepared to inoculate the girl. The room's occupants appeared awestruck by the sudden intrusion, and fired their weapons without command, but a giant wall of ice surrounded the mutants and softened the blow. The man in the front had a medium build, and wore a tattered coat over his dark outfit. His eyes flashed with malice as he brushed his hand together as if dusting off his gloves.

"Just call me, the doorman." Gambit replied with a look of amusement. "Time's up…"

The Kingpin clenched his fists tightly, his previously hidden anger emerging once more. "Kill them!" he shouted.

Madame Hydra gave the nod to her own henchmen to follow the same order, causing both sides to draw fire a constant barrage of bullets towards the X-Men. Iceman raised a wall and targeted the ground as well, causing the enemy to slip as they attempted to advance. Cyclops used Bobby's more flashy attacks as a distraction as he fired off his own blasts with machine-like precision, instantly shattering the binds that held Wolverine and X-23 by simultaneously utilizing just the right amount of power and control.

"It's time for some payback…" Logan shouted, releasing his claws with an angry hiss.

"No!" the Hydra Supreme shouted as she saw the two feral mutants break free, her eyes widening in fear.

Gambit kicked one of the HYDRA agents in the head, using his staff to knock out another one as they began closing in around him. A few guards prepared to fire their weapons, but were quickly disarmed by Cyclops and Iceman, the latter of which froze their hands with his powers. As the three arriving X-Men took on the guards, X-23 pounced forward towards her former master with her claws outstretched, but her arms and legs were seized from behind by a pair of mechanical limbs before she could complete the kill, the arm pulling her away from the green-clad woman with a rough pull.

Octavius appeared positively livid, his face contorted with rage behind his dark glasses. "You will pay for what you did the last time. It is only a pity that my employer requires you to stay alive."

"Don't think so, bub!" Wolverine sliced through the two arms that we holding the girl, repelling his opponent and freeing the girl in one move.

X-23 tumbled across the floor before moving into an upright position with a graceful flip, using her superior athletics to outmaneuver a squadron of the Kingpin's guards who had begun to fire their pistols at her. She slashed one across the back with her claws, slitting one of the guards across the chest as he came at her from the side. One of them tried to grab her from behind, but the Weapon X clone seized him by the arm and hurled him into the line of fire, using his body as a shield as more bullets came at her.

Several meters away, Gambit was making an attempt to stop the two villainous leaders from escaping the fray. Raising his staff he attempted to strike the green-clad woman, but she was ready for him. Madame Hydra unsheathed a dagger she had hidden in her coat and parried his strike, following up her first move by kicking the mutant squarely in the chest. The newest member of the X-Men did a double take, as he had not expected this woman to be so formidable an adversary, but at least now he knew not to underestimate her.

"How dare you strike me!" the Hydra commander replied venomously as she sheathed her blade, instead drawing a pistol from her belt.

"Looks like you're in a bad mood, Madame." Gambit mused to himself. "Hopefully you're a better sniper than you are a swordsman."

The angered woman said nothing as she fired several rounds, prompting him to leap behind a computer terminal for cover. The explosive mutant cringed slightly as he clutched his side, feeling where the bullet had grazed him. He was usually known for being pretty agile, but the fact that this women had actually been good enough to do that much, told him that she was no amateur when it came time to armed combat. Gambit dove to safety as he narrowly avoided a second round, his eyes narrowing craftily as he devised a plan to get in some hits of his own.

Cyclops blasted Doctor Octavius with his eye beam, but the scientist's remaining arms seized hold of a light on the lab's ceiling, pulling him out of range with a well-placed tug. The robotic arms retracted as he swung through the air, catching him seconds later as he touched down on the ground. Wolverine came in from the back, but one of the arms seized him by the throat and tossed him into a nearby wall. "Do not think I would fall for the same trick." The mad scientist replied menacingly as he watched his enemies.

Across the room the guards were firing their weapons at Iceman, who continued using similar methods to what he had done before. The young hero encased their feet in a sheet of ice to limit the enemy's movements and then froze their hand with a few blasts. Once they were mostly immobilized, Bobby touched down and flicked his thumbs up in a victory pose a few feet away from his frozen attackers.

"C'mon, gimme somebody!" Iceman declared confidently.

The Kingpin, who had remained out of the fight so far, stomped forward aggressively at the boy's boisterous challenge. "Pathetic little urchin! You may have dealt with my men, but are you powerful enough to deal with me as well?"

Bobby slid past the man on a sheet of ice with a jeering expression. "In that case what do I have to do, beat you at an eating contest?"

The icy mutant froze the much large man up to the knees and laughed victoriously. He turned around and began to head back towards the fray, but a large cracking sound caught his attention as the crime lord effortless shattered his binds. Unable to react quickly enough Bobby was seized from behind by a pair of arms, which immediately began to suffocate him in a violent bear hug. The laughter died from his face as he attempted to activate his mutant powers, but the shock of being captured and the lack of air in his lungs made him unable to focus properly. He gasped in pain as he watched his companions, all of them seemingly too busy to help out.

"Despite my physical appearance, only two percent of my total body mass is actually fat. You can probably guess that most of the rest is muscle." The Kingpin explained with an evil smile. "Allow me to show you what over three hundred pounds of raw muscle can do when applied directly to something as frail as the human skeleton."

Iceman screamed in agony as he felt his ribs cracking, but at the last moment he managed to muster up just enough energy to coat the ground beneath them in a thing sheet of ice. The crime boss was unaware of the sneak attack and slipped on the ground, sending his victim flying into the air. The young hero let out a groan as his head smashed against the steel-plated wall, he struggled to stand but his vision was blurred by the trauma, forcing him into an unconscious state only moments later.

Cyclops looked shocked by the outcome. "Oh no, Bobby!" he called out to the unconscious mutant.

"Damn, that bastard just got the ice-twerp." Logan hissed with a sense of outrage.

Doctor Octopus cast him a pitiless expression, as he lunged at the clawed mutant a second time, forcing the latter to dodge the strike. "If I were you, I would be more worried about myself." He replied condescendingly.

Wolverine snarled like a predator on the hunt. "Keep talking like that and I'll personally see to it that this ends as painfully as possible."

"For you perhaps…" the mad scientist replied with an arrogant smirk.

The mechanical-limbed villain struck again, but Wolverine judged his timing and sliced through the remaining arms with his adamantine claws. He charged forward and attempted to impale the evil doctor, but Otto Octavius rolled sideways to avoid instant death, getting to his feet and scrambling away from his enemy with a frightened expression. Cyclops turned to find the man who had just defeated Iceman, but amidst the excitement the Kingpin hammered him from behind with a barehanded punch, slamming the mutant face first onto the ground. Across the room X-23 was pursuing her former master, aiming precise cuts and slashes as the woman fled from her like frightened dog.

"I plan on finishing what I couldn't before." The girl shouted as she swiped at the woman.

Madame Hydra cast her a loathing expression as she looked up at the girl. "What do you plan to do even if you kill me? Do you believe that there is any place for you to belong? You were created to be a weapon for my organization, nothing more than that! What could a creature made for killing possibly do when it is clear that that have no greater purpose?"

"Shut up!" X-23 brought her claws down, only to meet thin air as the woman scrambled away yet again.

One of the remaining HYDRA agents helped his master to her feet and turned to face the volatile mutant, forcing her to deal with him. The green-clad woman stood with her back against the wall as the mutants dealt with the remaining underlings, knocking them out cold or simply disarming them as they fought. Many dropped their weapons and attempted to flee the room as they were outmatched, the others who chose to stay behind and resist were quickly beaten. The Kingpin took a step backwards as Cyclops recovered and fired a blast of energy at him, the attack missing his shoulder by an inch.

"Perhaps now we should take our leave." The large crime lord suggested.

Madame Hydra nodded in agreement as her benefactor pressed a button on the nearby wall, instantly filling the room with a dark smokescreen which not only disabled the sense of sight, but also prevented the two Weapon X mutants from detecting their scents as they fled. The Kingpin pressed a second button on his remote, causing a metal panel on the wall to slide open, revealing a secret passage leading out of the base. They fled through the tunnel, ignoring the people that they left behind.

They eventually came to a room with an emergency escape vehicle situated in the center, Herbert Landon already sitting in the cockpit waiting for them to arrive. The two criminal leaders entered the craft as the ground in front of the base opened up, allowing them to make their escape. The disfigured man started the chopper and they took to the skies easily moving out of distance, as the ground below them seemed to shrink by the second. Once they had reached a certain altitude, the crime lord signaled his pilot to stop rising and pressing the button on his remote.

"What are you doing?" The green-clad woman sitting beside him questioned.

"I plan on destroying that underground base along with everyone in it…" He explained. "In a matter of minutes that entire lab will be nothing but rubble, buried underground for the rest of time along with everyone in it."

Madame Hydra looked as though she had just been slapped as she heard his "You fool, that will also destroy X-23 in the process… I care not for the others, but we had a deal that you would deliver my experiment to me alive!"

Meanwhile

In the underground base, a robotic voice has sounded. "Evacuate all personal… SELF DESTRUCT SEQUENCE WILL TERMINATE IN 60 SECONDS!" the intercom relayed the message, all sirens blazing loudly as to catch the attention of the base's inhabitants.

Doctor Octavius stepped forward angrily, catching the attention of the remaining guards. "You fools, if we do not leave now we are going to die!" the scientist broke into a run as he swept through the door, moving unusually fast even though he no longer had his mechanical arms.

The mutants also head his warning and quickly made their escape. Cyclops supported Iceman's unconscious form as he draped the young mutant over his back in an attempt to bring him to safety. X-23 bolted from the scene, closely followed by Gambit and Wolverine as they ran from the base. Several guards occupied the halls, but they were too busy saving themselves to bother intercepting the mutants and continued to go about their business. The explosive mutant led the way, considering that the two Weapon X mutants were unconscious when they had first been dragged down here and likewise had not seen the entire base.

Seconds later the group ascended the stairs and burst through the entry, exiting the shack as a series of explosions erupted from below. Wolverine saw the stocky shape of Doctor Octopus fleeing into the surrounding woods, but he paid him no mind, as they were much to busy attempting to escape the area as well. The team bolted for the woods as the explosions erupted from the ground like miniature volcanoes, the terrain rumbling violently as they were prompted to move as far away from the clearing as possible.

Far above their heads, the Kingpin was finishing his own deal. The large man seized his benefactor by the throat before she could so much as ready her weapons, eliciting a choking noise from the green-clad woman. Herbert Landon watched in amusement as his boss threatened the woman, but chose not to say anything in response and continued monitoring the aircraft.

"This is a new deal!" the crime lord bellowed, giving her limp form an aggressive shake. "You will tell me that which you promised or I shall personally see to it that you do not survive this experience. I did capture the girl, therefore you will compensate me for my work or I will break your neck."

"You…will… regret this." Madame Hydra choked through labored breaths.

The Kingpin only smiled in amusement. "On the contrary, my dear. I will regret nothing, and you will tell me everything, even if I must personally put an end to your miserable existence with my own hands."

"Release me!" she replied, her face turning paler than usual as his fingers closed around her windpipe.

"If that is what you desire…" Wilson Fisk replied with a look of amusement.

To her surprise, the man holding moved his hand so that he was grasping the front of her shirt, but the situation did not get any better from there. The Kingpin thrust open the door of the helicopter, bracing himself against the winds as he held her over the threshold with an irate expression, her face paling even more as she looked towards the ground hundreds of feet below them.

"I will ask you once more… Where can I find the formula for the super soldier project, and how can I obtain the equipment necessary." He shouted at her over the rush of the wind.

Although she would normally have avoided this option, a look towards the ground prompted her to cooperate. "The files… … I have them in my pocket." She replied cautiously. "The blueprints for the machinery are contained within, but the formula is not."

He gave her an angry shake. "You told me you knew of someone who might have used the formula on themselves. Tell me who this person is and where I may find them!"

"There was a case over a year ago when a mutant managed to get his hands on the equipment and the formula… He has been known by some as Erik Lehnsher, but most of the criminal underworld knows him as Magneto…"

"A name tells me very little, but if the files truly are on this drive then I will have your operatives to thank." The Kingpin pulled a small flash drive from her pocket and placed it in his own. "I am usually a man of my word, but do not believe for a second that I actually thought you would cooperate under normal circumstances."

"You would correct to assume that I was hoping t avoid giving you information that my organization worked so to obtain, but it seems that you have forced me to cooperate." She cast him a look of utter hatred.

Wilson Fisk's expression seemed to emulate hers as he tightened his grip around her throat. "From the first moment that you contacted me I knew that you would attempt to renege on the deal, so allow me to return the favor!"

The green clad woman screamed as he threw her out of the helicopter, closing the door with a loud slam as he watched her fall. The Kingpin looked completely indifferent to her plight as he sat back down on the seat, signaling Landon to vacate the vicinity. The deformed man nodded in agreement and set a course for the city, neither of them bothering to care about what happened to the others now that their business was concluded…

Note to Readers: Talk about there being no honor among thieves. Sorry for any errors, but I write late at night a lot of the time. I was also rather busy this week, meaning that I was trying to hurry to get this chapter out when I could get a chance to sit down and write. I worked really hard on his particularly long chapter, so please give me some support. I could really use some reviews after the last couple of chapters hardly yielded any at all. I like hearing constructive criticism and also about parts that readers may have liked, because it gives me an idea of how I'm doing with my story.

For a while I'll probably focus more on the X-Men and Magneto in the next few chapters, but don't worry about me forgetting about everyone else. You haven't seen the last of the Kingpin, Spider-man, or even HYDRA… Also expect to see more Marvel Characters coming into the story. I have some ideas, but if you guys do then feel free to share. I always welcome contribution and ideas of what people might like to see.


	9. Chapter 9

**Chapter 9: Digging Deeper **

Disclaimer: I do not own any Marvel characters or logos.

Jean Grey's eyes widened in shock as she saw a limp figure tumbling through the air in the distance, but even from this point of view she could tell that it was human. The psychic mutant reacted with instinct as she reached out towards the figure, using her powers to hamper her descent. Once she was close enough to the ground, Jean levitated her into standing position several feet away. The woman cringed slightly as she imagine hitting the ground, but when she landed on her feet the world seemed to come back into focus. It seemed surreal that she had survived the fall, but she looked utterly shocked for that reason.

A single glance towards the mutant told her that it was time to disappear as her eyes swept the battlefield. She was certain that her survival was the doing of one of the mutants, but thanking the enemy was beyond her. For a second the mutant seemed to be speaking to each other, until the read-haired woman pointed in her direction, eliciting a hostile reaction from the members of the X-Men that she had just fought against minutes ago.

Madame Hydra broke into run, but her fleeing form was quickly sited by the team of X-Men, who immediately launched into pursuit. X-23 and Wolverine launched into a pursuit as they followed the frightened criminal, the chase coming to an abrupt end as the girl leapt into the air and began to attack her former master. She flipped forward with shocking agility, landing directly in front of the green-clad woman with a graceful leap, causing her target to stagger backwards in shock, only to realize that the others were coming from the opposite direction.

The green-clad woman had the wind knocked out of her as her former experiment performed a sweeping kick to her ankles, using the claw in her foot to slash her with deliberate force. The Supreme Hydra recoiled as the blade sliced through her ankle, grounding the woman with a single movement. Her face contorting into a look of pure anger as she raised her claws over the woman's body, but before she could strike a strange force effortlessly lifted her into the air, almost like an invisible hand had seized her from behind.

She thrashed around in mid-air, swinging her claws murderously as she attempted to take her revenge, but Jean refused to let her down. "What's going on?" the telekinetic mutant questioned as she watched the spectacle.

"Put the kid down… That woman you so kindly saved just now deserves to die more than anyone else after everything she put her through." Wolverine replied with a small growl.

As Jean lowered X-23 to her feet, the Hydra leader made another attempt to flee, but Scott fired a tiny blast of energy at her feet, causing her to leap in response. Gambit took advantage of the enemy's injury and vaulted into the air using his weapon, landing in front of her moments later with a masterful move. She reached for her own weapons, but the explosive mutant raised his staff and smashed over the head with deliberate force, giving his finger a small wave as her limp form toppled over unconscious onto the ground. Cyclops placed Iceman's unconscious form beside Colossus before rejoining the rest of the group.

"So she's the person responsible for what happened… The question now is what should we do with her?" Jean remarked hesitantly, her eyes settling on the two Weapon X mutants standing beside her.

"This woman is the leader of the HYDRA organization, a global network of spies behind countless atrocities all around the world." Logan replied with a feral snarl. "If anyone deserves to die, she's probably at the top of the rest!"

Madame Hydra looked up at him with a look of indifference, before shuffling into a kneeling position, turning her gaze back towards the ground moments later. "Even if you kill me, this is far from over." She hissed in a dangerous tone. "You were fools to have interfered with that which does not concern you!"

Wolverine revealed his claws with an angry scowl. "I can tell you must be desperate, hiring lowlifes like those guys we fought earlier to do your job."

The X-Men watched carefully as X-23 glared holes into her former master, prompting the other mutants into silence for he moment. Cyclops stepped forward as she moved in for the kill, but Gambit held out a hand to stop him, giving the younger mutant a look that forced him to reconsider interfering with the situation, but surprisingly enough it was Wolverine who stopped her. He thrust his own claws forward as she jabbed down, causing an instant lock between their dagger-like weapons.

She struggled against him for a moment before retracting her claws, giving him an enraged shove with her opposite hand. "What are you doing?" she screamed into his face, her fury turning on him instead.

"I wouldn't blame your for wanting to finish the job, but there's something I want to know right now, and she's the perfect person to give me that answer." Wolverine answered. He faced the woman on the ground. "To start with, why don't you tell us who was that guy you hired to capture the girl?"

She considered the man for a moment, but decided that ignoring his question would do her no favors, especially considering the circumstances. Even though she despised the current situation, a certain sense of outrage welled up in her chest at having been forced to divulge information to the Kingpin when the service he had promised had not been completed. Granted that she had seriously considered going back on their agreement to begin with, but the idea that he had taken advantage of the moment like that made her blood boil.

Before she could react, Gambit pressed the end of his rod against the back of her head. "Either you're not willing to cooperate, or maybe you didn't hear the man's question." The crafty mutant commented with a quizzical look.

Madame Hydra hesitated for a moment, but her face revealed a sense of bitter amusement. "After he tried to murder me, I see no reason to hide this much from you… The man who I commissioned to capture X-23 is none other than the Kingpin of Crime."

"Who exactly was that man?" Cyclops questioned.

"He is an infamous crime lord who rules over an extensive criminal empire centered in New York City." Madame Hydra explained with a poisoned expression. "Most, if not all of the major criminals within his designated territories are under his command, which is why I saw fit to use him when we received information that our rogue experiment was sighted nearby."

Logan only scowled with impatience in response to her explanation. "We could've figured out most of that crap by ourselves. Why don't you try telling us something we don't know? Scum like you people don't do nothing for no one if you can get away with it. What exactly did you promise that oversized tub for capturing the kid in your place?"

The green-clad woman kept her head down as if she had not heard him, but when she did not speak, the erasable mutant reacted violently. He seized her by the neck and hoisted her into a standing position, eliciting a small groan from the woman as he held her up. The Hydra leader cursed silently at having allowed herself to end up in such a position, and swore that if she ever made it out of this, those responsible would pay. Nevertheless for the time being she dared not say much even now, seeing how valuable certain secrets were to her organization. Even without taking into account her personal pride, there were several things that she was not willing to reveal in any case.

"Answer me!" Wolverine commanded with a glare of his own. When she continued to hold her tongue, he tossed her limp form onto the ground, baring his teeth with an animalistic growl. "So you won't talk then…"

Cyclops placed a hand on the other man's shoulder, giving him a gentle shake to catch his attention. "Maybe we should turn her over to SHIELD and see if they can handle her. I think that would be the most logical option in this case."

"I can't let you do that!" X-23 shouted. She ignored the puzzled stares from the others, her eyes focusing on her male counterpart in an almost hostile manner. "If you turn the Supreme Hydra over to them, they'll learn that I'm still alive. If they find out the truth then SHIELD is bound to come after me too."

Logan froze as if he had just been doused with icy water as he processed what she had just said. The mutant looked unusually thoughtful as he considered the prospect of Nick Fury finding out about the girl's continued existence, but his expression hardened at the thought. Cyclops, Jean, and Gambit remained relatively silent as they considered the prospect, but his female clone seemed even more apprehensive than usual. Despite having brought up the situation to begin with, X-23 had no idea how to deal with this mess without continuing her original plan.

"Either I have to die, or she has to die!" the girl screamed loudly, her adamantine claws impulsively sliding out.

The group feel silent again as they bore down upon the green-clad women, most of them wearing pitiless expressions. She glared up at her captors with a look of disgust, but the sense of arrogance behind her visage did not cease even for a moment. Madame Hydra's eyes widened in fear as her former experiment took a step closer, the others looking completely uncertain of whether or not to stop the bloody spectacle that was sure to take place. X-23 swung her claws down a second time, but before the strike hit someone else stopped her. Jean repelled the girl with a psychic blast.

She slid across the ground as the telekinetic force sent her flying several feet, but managed to catch her footing before hitting the ground. This time X-23 rounded on the psychic woman instead. "Why did you stop me?"

Jean stood her ground. "No matter what she did to you, does murdering this woman with your own hands make you any better than her?" she lectured the girl with a stern expression, almost like an adult talking to their own child.

"Back off!" Wolverine interjected. "You haven't got a clue what it's like to go through hell the way she did… The way I did too!"

"Move!" the younger girl screamed violently, her dark eyes blazing with pain and frustration.

Before anyone could react, a large bat-like shadow glided over the clearing followed by a soul-chilling cackle that easily grabbed the attention of everyone present. A stream of smoke erupted from the rockets on the back of the small vehicle as its owner lobbed a strange device over the side. Cyclops looked puzzled by the pumpkin-shaped object that had landed a few meters away, but in a matter of seconds the object exploded, filling the area with a powerful smokescreen that seemed to blot out the light. X-23 lashed out as she attempted to finish the job, but her claws met thin air, as her target seemed to vanish.

The man standing atop the flying machine took to the skies with Madame Hydra in tow as the mutants struggled to see through the smokescreen, vanishing over the tree line as they escaped over the forest. X-23 dashed through the smoke having remembered the path by memory and grabbed hold of a nearby tree branch, swinging her nimble form upwards as she climbed to the top with surprising agility. Upon reaching the top she caught sight of the enemy, as he held onto the green-clad woman's waist.

Her rescuer was a normal sized man wearing a hooded orange cloak, and form-fitting blue outfit, partially covered by a yellowish cloak. His face concealed by a hideous mask depicting the face of a goblin, with piercing red eyes and a pair of pointed canine teeth emerging from the mouth of the monstrous face. The man let out a second laugh as he tossed a second bomb down upon his victims, blinding their pursuer long enough to disappear into the smoke with the Hydra leader.

Madame Hydra looked back at the woods as the X-Men disappeared from view before looking back at her rescuer. "It appears you were too late to be of much use, Hobgoblin" She scolded her rescuer.

"Just be glad I decided to show up to begin with, considering that you weren't generous enough to pay me first." He remarked with a snide expression.

"We didn't spring you from prison and secure your weapons just so you could continue with your own business. You promised me the Kingpin's head as soon as my agreement with him was completed. Due to your tardiness, that fool not only escaped this location with valuable information, but also managed to humiliate my entire organization in the process." She retaliated with a visible sneer.

The masked villain merely shrugged off her comment with a vindictive smile. "All things considered, you should be grateful that I bothered to fend off those super powered freaks to save your ungrateful life. Here I was hoping that you and fatso would end up killing each other before I arrived."

"Do not push me… This service to the HYDRA organization is the cost of your freedom, and I advise that you remember this before speaking to me with such disrespect." The woman replied with a note of finality.

The Hobgoblin let out a sinister cackle as they drew closer to the city ahead. "You really should take your own advice, snake-woman. After all, I only agreed to do this because you for sprung me from that blasted prison. Now that I've saved your life, my little debt is repaid and I would have absolutely no qualms about sending you to an early grave."

Madame Hydra immediately recognized his threat as she checked the ground beneath them, looking slightly uncomfortable at riding atop such a dangerous device without any support. She complied with his demands for now, silently accepting her defeat at the hands of the X-Men, and her humiliation at having allowed her collaborator to place her in such a situation. The Hydra leader had suffered a number of losses in such a short time after barely surviving a crash that killed off many of her most valuable operatives in the process, which in turn forced her to resort to dealing with common criminals.

Despite his treacherous reputation among the criminal underworld, she had hoped he would be willing to cooperate mostly due to his intense hatred of the Kingpin. She had originally believed that the Hobgoblin would murder the crime lord shortly after their deal was complete, but his late appearance had ruined that plan. While she had lost this round to the enemy, the green-clad woman was still fortunate enough to escape with her life, and as long as she had that the game was far from over.

With Professor Xavier

It had been several hours since his team of mutants had launched into a search for Wolverine, and they had still yet to return. Professor Xavier shifted anxiously in his seat as he waited for them to return, having contacted them telepathically minutes earlier to confirm that they were all alive and well. He was glad to know that everyone had made it out of this without losing their lives, and was eagerly awaiting their return so that they could explain the details of what had happened in the woods. Storm had seen a helicopter fleeing from the woods a short while ago followed by a series of explosions in the distance, but the team hadn't given them any specifics telepathically.

By now the sun was beginning to do down and the parking lot was completely empty with the exception of the two mutants. The diner had closed down for the night less than an hour ago, but they were confident that the team would return soon enough.

A rustling in the bushes alerted them to the presence of the others as they emerged from the woods. Storm displayed a look of surprise as she caught sight of the two injured members of their group. Gambit carried Iceman's unconscious form over his shoulder, closely followed by Colossus who was being supported by Jean. The four X-Men approached their leader, closely followed by Wolverine and X-23, the latter of which displayed anxious mannerisms despite her unreadable expression.

Storm moved forward to meet the group mid-way. "What on Earth happened?" she exclaimed, a sense of worry gracing her exotic features.

Logan cast her an irate expression. "Let's just say that the mission Charles gave me had some… unforeseen complications." He air quoted the last two words, shrugging his shoulders with a sense of indifference

"We ran into some trouble back in the woods… Honestly speaking it was a lot more trouble then we ever expected." Cyclops looked over the group cautiously, gently rubbing the back of his head with his gloved hand.

"I'm not sure that this is the best place to discuss everything that happened. Maybe we should wait until we find some place more private before going into detail. Something tells me that this situation is, and may become far more complicated then we could have imagined." Jean suggested with an apprehensive look.

"To that I can agree…" The Professor wheeled over to the rest of the group, his eyes settling on the youngest girl. He moved closer to X-23 and extended a hand in welcome, making certain to be courteous even though she seemed less than accommodating in comparison. "By now I am almost certain that Logan has extended the hand of friendship. I am interested to know what your position on joining us is."

The experimental mutant withdrew her own hand almost defensively, silently turning her head away from the telepath. A silence fell over the group as he stared her down, but she did not return his gaze and kept her own eyes focused on the ground. After a minute of waiting for him to stop, she began to walk back towards the trees, but Wolverine intercepted her path before she could leave. In one fluid motion, both unsheathed their claws, the sudden actions of the two Weapon X mutants brought about a sense of tension in the air that everyone in the vicinity could feel. It was like the dread created in the moments before two animals were about the tear each other to shreds.

Surprising enough, she did not run or attempt to attack them. "You've seen enough to know why I can't go with you. They know about your team of mutants! Even if I wanted to stay with the rest of you, it would only put other people in danger. Nothing has changed…" she called back her claws.

Wolverine copied her gesture as a grim understanding passed between them. He raised a hand, but instead of hitting her, the mutant patted her on the shoulder, quietly displaying a sense of understanding he rarely expressed. "Stupid kid…"

"I'm leaving…" she muttered to herself. Although X-23 was unable to properly express her gratitude at being saved, her face displayed a sense of regret, their eyes meeting for a moment as she passed Logan.

Before either of them could say anything else, Professor Xavier called after her telepathically, causing the girl to pause as she felt the strange experience of someone talking to her through her mind. She paused as the renowned psychic moved to her side, placing a hand on her elbow to get her attention. When she turned to face him, the man did not need to read her mind to know that she was filled with inner turmoil, a very similar sentiment that he had once seen when he met Logan all of those years ago. To a certain degree it seemed plausible that she might be even more conflicted then he had been, but the resemblance was still there.

"You are free to do as you wish, but we will not stop you from leaving if you choose to continue on your own. I hope that in the future you will reconsider my offer and join the X-Men, because our doors are always open." Charles Xavier folded his hands, presenting his calm exterior.

"It's not a matter of what I want… It never is…" X-23 replied in a lifeless tone.

The Professor nodded with an empathetic expression. "Before you go, there is one more thing that I wish to say to you concerning this subject."

While she would normally have run away by not, there was something about this man that made her want to hear him out. She was well educated in what the X-Men were capable of, including their specific mutant powers. Despite the sense of natural paranoia that had become a part of her, she felt somehow certain that he wasn't using his powers to convince her to listen. Although she hated to admit it, Wolverine was right yet again about the man that so many mutants turned to for help. Even she found it difficult to ignore Professor Xavier's sense of caring for mutants.

"Even without using my powers, I can tell that the sense of humanity your creators worked so hard to destroy is still within you. The fact that you wish not to place others in danger for your own sake is proof of this." Charles Xavier inclined his head thoughtfully before addressing her again. "I invite you to at least come with us back to the institute to see what we have to offer and perhaps take some time to rest."

Wolverine turned to face her as well. "None of us are gonna force you to stay longer than you want to." He reiterated. "Just check the place out for a day, and if you still don't wanna join us then we won't bug you about it anymore."

The girl turned to face the rest of the group with an empty expression, silence filling the parking lot once again. After a moment of consideration she gave them a single, but noticeably reluctant nod of compliance. Her motivation for accepting was certainly not the reason that they were hoping for, but she saw it as the most logical answer to her weariness. A visit would give her a chance to rest for a day while also stopping them from coming after her again. She sensed no lie in their words… X-23 turned to face them, although she did not move from her spot.

The Professor seemed satisfied with her answer as he turned to face the others "Now then, with two of our companions in such terrible shape, it may be imperative that we head back to the institute rather than continue this trip to investigate the recent happenings in New York."

A faint murmur swept across the group, but a faint groan came from the man leaning on Jean's shoulder. Colossus raised his head to see what was going on, his sudden movement quickly catching stares from the rest of the group. The metallic man choked back a mouthful of blood as he attempted to stand without aid, causing his legs to shake slightly as they gave out once more. The red-haired psychic caught him before he fell, buckling under his superior weight. Even without his metallic powers active, the Russian mutant was still rather large.

"We must… Find out what Magneto is up to!" Colossus declared loudly.

Gambit raised an eyebrow in response to the last part. "Being the new guy I probably shouldn't argue, but muscle man over there is absolutely right. Magneto's recent movements around this area might prove troublesome for us later if we don't find out what exactly he's up to."

"Yes, I am willing to agree that you both have a valid point in this regard." Xavier replied with a small frown. "Although we have no reason to believe that he is involved with more recent events, it seems safe to assume that he may have something new planned. Knowing Magnus, I sincerely doubt that whatever it is will benefit our own cause at any rate."

"Did you say the name Magneto?" X-23 interjected, her loud outburst surprising the others to vary extents.

Wolverine glanced back at his female counterpart with a gruff expression. "I take it that you've heard of him at some point?"

"If you know something, please tell us." The Professor leaned forward slightly as he spoke.

The girl merely shook her head. "Less than a few days ago I ran into him in the woods at night. He had the power to control metal and managed to catch me off guard. I'm not sure why, but he tried to convince me to join him for some reason."

While the others seemed to come to the same conclusion, Professor Xavier was the first to voice the consensus. "It appears that Magneto is attempting to rebuild his forces now that two of Acolytes have left him."

"My answer to his offer was no…" X-23 replied curtly.

"Well apparently he hasn't been very successful so far. Better off that way seeing how easy it would be for him to gather support once he has a decent following." Gambit replied with an amused note hidden behind his words. "Seeing how I used to be a part of that scene, I'll admit that he can be pretty convincing when he wants to be."

Cyclops gave him a slightly irritated look from behind his visor. "Still, what kind of people would want to join up with an extremist like him and risk their lives for a cause that might cause them more harm than good in the end."

The Professor nodded in agreement. "While it would appear that he has been unsuccessful, I do not think it wise to underestimate Magnus. With the number of mutants growing at an alarming rate, there are bound to be some who feel the same way about mankind as he does. Given his charismatic personality in this regard, it is only natural to consider the possibility that people will join his cause."

"Yeah, and some of his older guys seem to be back too." Wolverine added. "I ran into that bastard, Sabertooth, the other day when he ran me of the road and ruined my bike. From the crap he was spouting, I think that Magneto has some kind of plan up his sleeve, although I'm sorry that I couldn't get much more out of him than that."

Gambit seemed to agree. "Thinking back the pussy cat was never that bright, so it's possible that the man holding his leash didn't bother telling him much. Either way he probably wouldn't have given you too much anyway, seeing how he tends to care more about his own impulses than he does about Magneto's master plans."

"We must focus on what Magneto could be planning!" Colossus repeated in an attempt to restore order to the conversation.

Xavier nodded with acceptance. "Your views are quite understandable… I personally believe that he is gather followers to achieve an end, but what he is striving to do is something we have yet to find out. Therefore it may be wise if we station a team in this area to begin the search immediately, while the rest of us head back to the institute and deal with some of the more pressing matters."

"Say no more." Gambit put his fighting staff away with a metallic click. "I'm not much for being cramped up in one spot for too long, so unless you have any objection, I'll stay behind and do what I can to take care of things."

"We'll stay too…" The red-haired psychic replied while giving her boyfriend's arm a yank to catch his attention. "Isn't that right, Scott."

"Yeah, I guess it won't be too much of a problem." Cyclops let out a pained noise, but seemed to agree nonetheless.

The Professor sized the trio up for a moment before voicing his decision. "Very well then, I leave this responsibility to the three of you. Does anyone have any objections?" When no one else complained, he continued speaking. "Since the X-Van is already available for usage, the three of you may use it. I shall alert Warren in case he still wishes to provide the three of you with assistance."

Jean seemed cheerful at the prospect of seeing an old friend. "I guess it would save us some time if we had someone around who already knows the layout of the city."

"Speaking of which, how do the rest of you intend to get home if we take the car?" Scott questioned his former mentor. "Are you planning on contacting the mansion and getting the others to fly you out of here."

Professor Xavier relaxed his shoulders as if he had everything completely under control. "I have already taken the liberty of contacting Hank, and did so not long before you emerged from the forest. From what little I was able to learn from establishing contact with your minds, it was clear that helping our injured companions was and still remains our top priority."

Seeing how they were alone, the team continued to debate further actions until the sound of a helicopter stole their attention away from the ongoing conversations. The noise made by the beating blades grew louder until they could hear almost nothing else as a result. Stirring winds sent sand and dirt scattering as the vehicle made a landing several meters away, prompting the X-Men to follow. They moved into position outside the door as it slid open, revealing Berserker and Shadowcat on board.

"Hey guys, need a lift?" Kitty Pryde shouted over the roar of the engine.

"Beast is piloting this thing, and he left Rogue and Kurt in charge while we're gone." Berserker screamed. "We'd better head back before the other students go wild and tear the mansion apart in the process."

Scott seemed to find the last part entertaining to imagine. "Well at least this time it won't be our fault if the kids go wild." He said to Jean.

His girlfriend let out a small laugh. "Yeah, but I don't think that it was such a good idea for those crazy kids. Hopefully they won't have enough time to cause trouble… I feel bad that Rogue and Kurt got stuck watching everyone else, especially since Tabitha moved back in a few weeks ago."

She thought of he last time the kinds had thrown a party in their absence, but was glad that they would only be alone for an hour or so longer. Jean watched the others heading towards the open door of the aircraft before lending a hand of her own. She focused on the Professor's chair with her telekinetic powers, gently guiding it into the chopper as Wolverine carried Iceman through the door. Storm supported Colossus, allowing the large man to lean on her as she crossed the threshold, closely followed by the newest member of their group who seemed almost hesitant to step into the vehicle.

Logan turned back to get her, extending his hand out to his female clone with an unusual expression that seemed both gruff and empathetic at the same time. After a moment or two, X-23 took his hand and was hoisted through the door, which Shadowcat closed shortly after. Although it could not be heard over the sound of the helicopter, the Weapon X clone swallowed a lump in her throat and sat down in a seat away from the others, her expression remaining unchanged as the beast-like pilot gave his passengers a thumbs up.

Scott and Jean took a step away from the vehicle as the blade began beating faster, distancing themselves as it took flight again, both of them waving goodbye to their teammates until the aircraft disappeared behind a cloud above their heads. The young couple watched the skies for a moment, admiring the stars that had begun to appear as the sun's last rays were extinguished behind the horizon. They stood rooted to the spot for several minutes, silently enjoying the gentle night breeze until the roar or a motorcycle caught their attention.

"Don't forget to load metal man's bike into the van before heading off." Gambit called out to them as he grasped the handlebars of his own vehicle. "I'll catch you lovebirds later…" He gave them a quick pointing gesture before taking off into the open road.

The remaining two mutants gave him a casual wave as their newest recruit disappeared behind turn up ahead. Cyclops reached out and gently grasped Jean's hand, eliciting a smile from her as they watched the stars fill the sky. It was a beautiful moment that seemed to last forever, but every good thing always came to and end. After what seemed like an eternity, the female psychic snapped out of the trance-like state and headed over to the van, motioning for him to follow her lead. It seemed as though their responsibilities as X-Men occasionally interfered with their relationship, but sometimes duty came first.

"I guess we better take care of this motorcycle for Colossus." She gestured towards the bike parked beside the X-Van.

Cyclops nodded in agreement. "He really saved us a few times back in the woods. Surprisingly enough it looks like some people can change. It seems both he and Gambit really came through for the rest of the team when we needed them. If it weren't for those two putting their necks on the line when that spider robot attacked, we might not be here right now."

"That's definitely true." Jean replied as she levitated the bike into the storage area in the back of the X-Van. Once she had finished, the female telepath brushed her hands together as if she had just completed a rather strenuous task. "Well, I guess that takes care of that."

Scott stepped into the driver's side of the van. "If that's all, then let's get going…" he suggested. She complied with argument, the roar of the engine sounding as they took off after Gambit and disappeared around the corner. New York was rather close, and that had to find a place to stay for the night. Tomorrow was bound to be a busy day for them, whether they actually found any leads concerning Magneto's schemes or not.

Later that Night

It had been several hours since her brush with death, and Madame Hydra was less than pleased the results of her recent business. After parting ways with the Hobgoblin, she had managed to establish contact with her headquarters and gotten a ride back to base. Shortly after that she airlifted under the cover of night back to the main HYDRA complex in North America from whence she had originally came. It had certainly been a long day, but now her ordeals had finally ended and she was back in her own base at long last.

The green-clad woman continued her walk through the dingy halls as she headed back to her personal chambers, but before she could continue, a familiar figure wearing a black lab coat quickly intercepted her alongside two others garbed in the traditional green uniform of their organization. She attempted to push past the men, but to her intense surprise they would not allow her to continue. The scientist standing in front straightened his glasses with a glum expression, the lenses flashing menacingly against the dimly lit halls.

"My apologies Madame Hydra, but you have some visitors in the central meeting room. They wish to see you as soon as possible to discuss some urgent matters." The man gestured to the opposite door carefully, his mouth twisting into a thin line as an unusually nervous expression lit his features.

"Leave me!" she commanded with a bitter disposition, causing the other people present to vacate the hallway immediately.

The woman shifted uneasily as she followed his gesture, changing her course towards the entry that her underling had indicated. She pushed open the door with a silent shove, quietly ascending the stairway beyond as she climbed into the darkness. Several moments later, she reached the double doors leading into the next room, her hand trembling slightly as she imagined what waited beyond the entry. It was rare for someone like her to feel bothered by almost anything, but she was not happy with the way things had happened these last twenty-four hours.

Madame Hydra had very little reason to ask anyone who was awaiting her presence, having already arranged the meeting almost an entire day beforehand. Still, the idea of speaking to them now was not something she looked forward to doing considering what had happened rather recently. She had been wise to make some arrangements in case her plans failed, the deal she struck with the Hobgoblin having saved her life not long ago.

She stepped forward with a bitter expression, the metallic doors sliding open automatically to admit her now that she was within range of the motion sensor. The meeting room beyond had a simple futuristic look to it, and several chairs surrounded the large table in the center. It was rare that anyone used this room for anything, but today was different. Gathered around the table were some faces that she recognized all too well, but rarely met face-to-face.

Sitting in the largest chair at the head of the table was a man wearing a form-fitting green uniform in a similar color to her own clothing. He was reasonably muscular, with a completely bald head and a monocle adorning his right eye. The visitor's face was cold and heartless, and his eyes bore into the objects of their scrutiny like cold, dark orbs. His gloves and the boots covering his legs were a lighter shade of green with a yellow trim, and the HYDRA insignia was emblazoned on the torso part of his clothing.

"You may sit down." The man ordered, gesturing the chair directly across the table from him.

Madame Hydra sat down and returned his piercing gaze with one of her own, neither person backing down as they eyed one another in silence. Although her power within the organization was quite vast, the person on the other side of the table was the only person that outranked her. He was Baron Wolfgang von Strucker, the supreme director of their international spy network, as well as her direct superior. He had brought others with him for this meeting, but none of them attempted to break the tension that had begun to blanket the room.

Baron Strucker leaned forwards slightly, his hands relaxing as he rested them against the arms of his chair. "It has been quite a while since the two of us have met in person, has it not?" he addressed her with a very solid tone.

She looked slightly taken aback by his strange comment, seeing how they rarely came together like this to begin with. Although he oversaw the other branches of HYDRA within other countries and acted as their leader, he rarely intervened in her affairs. In truth it seemed that even X-23 had not known how large the organization really was, having targeted her as the leader instead of seeking Baron Strucker instead. Perhaps it was due to this sense of alienation that gave the impression that they were two separate organizations, but they would occasionally meet to discuss the interests of HYDRA as a whole, although at the moment she wished that it had come at a more convenient time.

"You understand that I have been very busy in my attempts to recapture the rogue experiment X-23, although the search has been very difficult since she destroyed my airbase several months ago and wiped out a large portion of my branch in the process." Madame Hydra hesitated for the moment, before deciding to await his response.

The man raised an eyebrow as he surveyed her from behind his monocle. "Seeing how the child has not yet targeted me, I can only assume that she does not know the truth about how extensive we truly are."

"I do not believe she is aware…" Madame Hydra responded cautiously. "Did she know of the levels of command higher than my position, she would probably have targeted both of us rather than focusing her anger on my branch alone. From what we have been able to observe, X-23 certainly has a number of emotional instabilities, and has been attempting to wipe out our spy network for many months now."

"Indeed, your recent exploits to put an end to her crusade have been riddled with a constant ring of failures." Strucker replied, his expression twisting into something far more sinister. "Since you returned to us alone, I can only assume that this most recent attempt was no different than any of your past exploits."

The green-clad woman suddenly stood up from her seat. "As it turns out we had managed to capture X-23 through collaboration with the New York City criminal empires, but Wilson Fisk's subordinate captured Wolverine as well, resulting in unforeseen interference from Charles Xavier's X-Men. The failure to recapture the girl was not my fault."

Wolfgang von Strucker seemed not to acknowledge her protests. "Be that as it may, you have spent far too much time attempting to recapture this failed project."

She bowed her head in dishonor, but decided to finish her confession nonetheless. "I was also unable to stop the Kingpin from stealing my files on Project Rebirth as well. Due to the specific circumstances of the moment, he was able to force my hand and I had no choice but to submit. He forced me to do so by…"

"The details of your endeavor do not interest me." Her superior cut her off with an angry sneer. "Aside from the fact that you have once again failed, the situation is made far worse seeing that you allowed such valuable information to fall into the hands of the world's most powerful crime syndicates. You have also returned to this location without X-23, meaning that we have received nothing after suffering this loss."

"I shall not allow this to happen again." Madame Hydra replied quickly. "I believe that the girl may have went with Weapon X after their escape. They will no doubt head back to Bayville soon if not immediately, meaning that our units can prepare a strike team and recapture X-23 before she disappears from our view yet again."

Baron Strucker eyed her carefully as he folded his hands, his elbows resting on the table as he watched her through is monocle. After taking a small breath, the German commander seemed to dismiss her statement. "Due to the current standing of this branch of HYDRA, I am suspending any future attempts to recapture the girl so that you will no longer feel compelled to waste our resources with this continuous game of cat and mouse."

"You can't be serious!" the green-clad woman exclaimed loudly.

"I am serious!" the German commander pounded his fist against the table, immediately silencing her with a dark glare. "I see no reason to continue wasting my time attempting to recapture a failed experiment that you were unable to contain."

Madame Hydra leaned forward slightly, her eyes flashing dangerously. "I will not allow you to cut funding to a weapon that my team worked so hard to create. She also humiliated us, and stole many secrets before going rogue. This may prove problematic for the future of our organization."

His expression of anger only deepened. "My current plans will not be impeded by anything that the girl may have known before she left us. Since then we have changed all security clearances and moved many of our outposts to avoid her discovering anything else."

Her expression became noticeably calmer as she sat back down, an air of hostility slowly lifting from her shoulders. "So you intend to allow X-23 to escape?" she questioned solemnly.

"Allow me to make this clear!" Wolfgang von Strucker began. "I am removing you from power in this branch of HYDRA. The notion is nonnegotiable… effective immediately."

Her mouth opened slightly as she pondered his words, a look of outrage slowly appearing on her lips. "Why would you wish to remove me? I have been nothing if not completely successful in my endeavors within the Americas."

"I have need of your talents else ware, but after these recent events it is abundantly clear that you are in no position to argue with my decision." Her commander replied with a note of finality. "Our operations in this country will soon be limited anyway, seeing how we have far more important matters to attend to outside of the American Branch."

Madame Hydra's outrage seemed to evaporate almost immediately, resulting in a much more rational air. "What exactly do you have in mind?"

He cast her a look of indifference. "We will discuss this in more detail when the time is right, but before I return to Europe there is someone I wish to speak to. I feel it necessary to bolster our connections within this country if possible, and there is a certain man that wish to speak to before we depart… The real game is about to begin, and I feel it is important that we have as many pawns as possible."

Somewhere in Europe

A strange man sat down on a rickety chair as he read the newspaper from the previous day, his eyes moving back and forth across the surface as he continued reading. He was a dour chap with a strange expression and large sideburns, bus face lined with signs of wear and ragged coat clinging to his thin frame. His hair was dark and messy, the overall appearance he presented to the public giving him the look of an old beggar, but thanks to his abilities is wasn't necessary to keep up physical appearances. He lived in an old apartment, the appliances left behind in the kitchen were covered in grime, and the wallpaper had begun to peel away, exposing a yellowed layer of plaster underneath.

His life was rather boring most days, but things had become more interesting for mutant kind in general, seeing how the world was reacting to their presence. Even here in Europe, people were aware of mutant activity, but thanks to his particular abilities it often kept him safe from any type of persecution. The power to distort the perceptions of others and go about his own business was something he valued, yet those very same abilities had caused him some troubles in the past with mutants like the infamous Magneto.

Mastermind was a man who personally had very little interest in helping others unless there was something in it for him, although he had been hiding out in this dingy apartment for a while in the hopes that no one would find him this time. Due to word of extremist mutant activity spreading, he had a feeling that the master of magnetism would eventually seek him out again, and because of this he had been far more cautious than usual in maintaining a disguise while wandering the streets, and had moved twice in the last month to avoid detection. The last thing he wanted was to be pulled into another mess like the Apocalypse incident.

The mutant let out a deep breath as he tossed the newspaper aside and headed for his room, but before he could leave, a strange blinking sound caught his attention. He whipped around for a moment as if he turned to inspect the television set, but his eyes widened in fear as he caught sight of a woman standing behind him. She wore a green outfit and had a pale pink complexion, characteristics that led him to one simple conclusion… The girl was some kind of mutant.

"Mastermind… Magneto requires your services!" She addressed him in a commanding tone.

He let out a faint gasp, raising his hands to cast his hypnotic spell, but before he could even call upon his abilities, the enemy reacted. Blink reached behind her neck, picking out a small gem and sending it flying directly at her target, nailing him between the eyes with a pinkish crystal. The psychic mutant attempted to resist the strike, but he was unfamiliar with this mutant's abilities and seconds later everything went black.

Note to Readers: Well I introduced two more players in addition to closing the X-23 retrieval story arc. Most people should know what kind of use that Magneto has for a mutant like Mastermind, but Hobgoblin's somewhat unprecedented involvement with Madame Hydra will become clearer in future chapters. He's a self-reliant villain, but he's also a master thief known for working for other people if they're willing to pay him. He probably won't be showing up again until much later… I would've used the Green Goblin, but he's way too unreliable in most partnerships unless it furthers his own ambitions.

Yeah, I don't think that was a great chapter, and I'm almost willing to bet that the spelling and grammatical mistakes were worse than usual for this chapter. I really should try editing my works considering how easy it is to make typos in your initial version. No one's really given me much support recently, but I could really use some **REVIEWS** too!


	10. Chapter 10

**Chapter 10: What the Future Holds**

Disclaimer: I do not own any Marvel Characters or logos.

X-23 was always a brave person, never having backed down from any type of challenge that came her way. She was well trained in the arts of stealth and assassination, and could take down a group of enemies in moments if the situation demanded it, yet for some reason she felt a sense of regret concerning her initial decision to spend a day recuperating at the Xavier Institute. Ever since her arrival, she had begun to experience an unfamiliar sense of discomfort at walking the halls of the very same place where she had personally attacked and disabled everyone present. It seemed that a few people recognized her at first glance, making her feel strangely bothered by their blank expressions.

The helicopter ride to Bayville had been awkward for those around her, and although she did not feel the sentiments for herself, she could sense the tension her presence had created for some of the others who were with her. The older members of the group were aware of who she was so the situation seemed less bothersome than it might have, but the mutant named Berserker seemed to recognize her from the time she pushed him into Rogue back at the mansion, causing a sense of unease to form between them during the commute.

When they had arrived back at the mansion she accepted the lodgings provided by the infamous telepath, but said nothing to the others for the rest of the night. She locked herself into a room and remained there for the rest of the night, although her body refused to relax and she did not manage to get any sleep the entire night. Her mind was occupied with the events of the last few days, making it exceedingly difficult for her to even relax, let alone fall asleep. Her primary reason for coming here was to get some rest, and yet she hadn't managed to get a wink of sleep the previous night.

The young mutant had no intention of staying in the Xavier Institute more than a day or two to regain her strength before heading back into the wilds to resume her crusade. She had again failed to kill Madame Hydra, making murders worse seeing how this only added to her stress. The idea that the organization that created her was still at large made her sick, and for some reason she couldn't help but dread her next encounter with her former masters. She looked forward to taking out their leader once and for all, but after that mess in New York they were bound to be on their guard for a while at least.

X-23 rubbed her eyes with the back of her hands as she headed to the small bathroom that she had in her room. She shuffled over to the sink and turned on the faucet with her left hand, cupping her hands and splashing some water over her face to erase the sense of weariness that had begun to form around her eyes. A small scowl escaped her lips as she thought about the circumstances in which she was forced to endure, but once the water was turned off, she leaned forward and looked at herself in the mirror with a sense of puzzlement.

She knew from observation that ordinary girls her age would often spend long periods of time fawning over their physical appearances, but having grown up as an agent of HYDRA, she had never completely understood this common practice. She looked at her own face reflected in the glass and realized that there were a number of things that she had been denied when they deprived her of a normal childhood. The young girl ran a finger through her long brown hair and wondered what people really thought of her outward appearance, but of course she had never really experienced such sentiments during her time as an assassin.

She was noticeably muscular for a girl of her age and build, having retained many of Wolverine's general characteristics despite the fact that she was not an exact clone of the original Weapon X. Her face bore a hardness that seemed almost perpetual, but anyone who knew even a little bit about her past would have understood this much. After a few moments of looking at herself, she turned her face away from her reflection and sauntered back into the main bedroom where she took a seat near the small desk positioned in the corner.

Thinking back she remembered the first time that she had come to the Xavier Institute in search of Wolverine, having been filled with such anger and hatred at the time. She was embittered by the happiness she saw there among the students and staff, almost as if they were one happy family. At the time she did not fully understand it all and lashed out violently, the values and beliefs that they represented so openly having only deepened her aggressions during that visit.

A knock on the door quickly jarred her from her thoughts, but she responded by turning her face away from the entry and did not bother voicing her answer. The doorknob twisted open to reveal her male counterpart, but to someone with acute senses like hers, she knew who it was even before he had walked in. Wolverine took a few steps towards her, but said nothing as she fixated her gaze towards the window, silently staring into the tranquility of the morning sunrise. He joined her in admiring the spectacle for several moments, but he had not forgotten the reason he had approached her to begin with.

The older mutant placed a hand on her shoulder as he came up behind her, moving past her so that they were standing beside each other. "You okay, kid?" Logan questioned.

"Leave me alone…" She brushed him off with a casual shove, her eyes away from his face as she began to walk in the opposite direction.

Wolverine watched closely as the girl lowered herself into a sitting position on the guest bed, a curtain of long hair covering her face as she looked towards to ground. "I came here to tell you that the Professor wants to speak to you in private. We won't force you to stick around longer than you want to, but at the very least you should give Charles a chance to speak to you before spitting on his generosity."

Her hair swept aside as she moved her neck to get a better look at him, the notion revealing a brooding expression that seemed almost unlike her. Their eyes locked into a staring contest that seemed to drag on forever, but neither of them backed down from the hold. After a while of staring at each other, the two Weapon X mutants blinked simultaneously, making the situation appear as though neither had lost. She stood up and faced him with a look of indifference, but after several moments her expression twisted into something more relaxed but still noticeably reserved at the same time.

After what seemed like an eternity, she gave him her answer. "Although that meddlesome girl stopped me from finishing my business with HYDRA, your friends assisted me during that incident and for that reason alone, I owe you my cooperation."

Logan stared at her in silence before giving her a nod of approval. "Glad to hear it…" He replied in a gruff but controlled pattern of speech.

"Let's get going…" X-23 replied with a stern expression.

He accepted her words without any further comment and turned to leave, a less hostile look appearing on his face as he heard his clone's footsteps following behind him. They walked in quietly for several minutes, neither mutant bothering to shatter the veil of silence that had fallen between them. It was as if the girl had surrounded herself in an invisible wall as they traversed the mansion's halls, her eyes never straying far from Wolverine as the steady procession continued without further conversation. Occasionally her eyes would move towards the other rooms, but since most of the doors were closed there was very little for her to see.

She had been here once before, and due to her exceptional memory, the layout seemed rather familiar. Had she wanted to, the young mutant might have been able to navigate by herself to a certain extent, but it would have seemed impolite to refuse the help of people who had saved her life more than once. Of course her past position had not really involved much in terms of manners, but at the very least she knew that the man in front of her had been willing to endure very much to find her. While X-23 had no real intention of staying here once she was done resting, the thought never strayed very far from the front of her mind.

The strange pair continued in this manner for what seemed like several minutes before they reached a noticeably larger pair of wooden doors on the second floor of the institute. She paused before following his lead, but Wolverine didn't bother knocking. The older mutant entered the room beyond with a comfortable sense of familiarity, his eyes settling on the bald man sitting behind the desk to the far left wall of the spacious room. X-23 followed after him with a slightly hesitant expression, but she quickly hid her look behind a mask of indifference before anyone noticed.

Professor Xavier looked up from his work, his expression warming as he saw them. "It's good to see that you were willing to come." He greeted the two visitors. "If you be so kind as to close the door beforehand, we can speak in private once you have done so."

X-23 placed the sides of her hands on both doors and pushed them shut with a small shove, only releasing her hold once she heard a simultaneous pair of small clicks. She admired the plush carpets and numerous bookshelves, her eyes gravitating towards the large window in the center of the room. The glass was framed by large curtains and gave them a beautiful view of the institute's well-kept grounds and seemed to be the main source of light during the day light hours. There were a few books resting on the table in the coffee table in the center of the room, but she had little interest in such things at the moment.

"By all means, please sit down." The telepath indicated one of the comfortable-looking chairs in front of his desk. She glanced at the object but did not oblige, but his welcoming mannerisms did not waver. "Or you may stand if you prefer. The important thing is that we finally have the chance to meet in person after all this time."

Although Wolverine had seated himself on the armchair next to his superior's desk, his female counterpart seemed more comfortable on her feet. It wasn't as if she wasn't tired, but she saw the offer as gesture of fellowship, and from the time she agreed to come here, she had never once seriously considered staying here as they seemed to want of her. She also remained silent in response to his greeting for the same reason, even though she was paying attention to his words, her actions might have indicated otherwise.

Logan watched her carefully, but seemed to have anticipated this reaction, and decided it was a good thing he had agreed beforehand to stick around during this meeting. "Face it Chuck, She's not into joining the X-Men, so don't bother trying to convince her otherwise."

It was as though he had read her mind, but she quickly shook off this feeling and shifted her gaze between the adults. "I only agreed to come along so that you would stop bothering me about this." She explained with a thorny expression. "It seems like everyone wants me to join up with them lately, including you people and that stranger in the woods."

The Professor gave her an understanding nod. "As a human being, you are free to choose your own path. Nevertheless you have good judgment to have avoided Magneto, for he is known to direct his hostility towards others, even those he considers his own subordinates fear this aspect of his personality."

"He's definitely got some deep-rooted issues, but that's beside the point if you ask me. Hearing about the messed up things he does is proof that you can't allow lousy experiences to rule what you are." Wolverine explained in a cool tone.

"Quite right. On the other hand you seem to have chosen the latter path, having overcome that which you were forced to endure." The bald telepath replied before turning to face his second visitor.

The female mutant stepped forward with a thorny expression, her eyes flashing dangerously as she faced her host. "I'm not interested in having anything that you could possibly give me, so don't bother asking me to join your team for any reason. The only thing that I have ever wanted is freedom."

Charles Xavier took his hands off of his desk and folded them, his eyes observing his two visitors as he gave them an unreadable expression. Hearing her words had reminded him of his early encounters with Logan, and even her mannerisms seemed to imitate his to a certain extent. She seemed just as mentally distressed as Wolverine was years ago, but in other ways it seemed possible if not plausible that X-23 was worse due to the fact that she seemed to remember everything that had happened during her traumatic childhood, whereas her male counterpart had a rather fuzzy memory of his own experiences as Weapon X.

"I will not be so quick to say that I can fully understand that which you have experienced, but the fact remains that I once helped Logan through similar problems that he was forced to endure all those years ago." The telepath replied calmly. "If you desire to continue journeying alone, none of us will not stop you, but it would do us all great comfort if you would at least stay for this one afternoon and see what we are offering you."

X-23 seemed to consider him for a moment even though she had decided to cooperate long before this conversation. So long as she did this they would probably leave her alone in the future, which was certainly a good thing for everyone involved. Whether she wanted to admit it or not, the young mutant had developed a sense of caring for Logan, and did not wish to place him in danger with the HYDRA organization about. Although the concept was new to her understanding, she also held a certain sense of gratitude towards the other X-Men for their help, and in conclusion she also wished to spare them the trouble of dealing with problems that were solely her own to bear.

After mulling it over, she gave her host a small nod. "I agree to stay for the duration of this day, but don't expect my opinion to change." She replied with a solid gaze in the telepath's direction.

"I am glad to see that we finally have an agreement… Just remember that we will do whatever we can to help you no matter what your decision may be." The bald telepath replied.

Professor Xavier extended his hand with a shadow of a smile, but the former assassin hesitated for a moment before accepting his gesture. She only complied with his gesture as a sort of formality and let go of his hand extremely quickly. Her male counterpart watched with hidden amusement as he observed her mannerisms all to familiar to him, and quickly recognized the shadow of his own life in what he had just seen, and he remembered his first day under the tutelage of the world's greatest psychic. This thought made him smile inwardly, but he did not want to express his own feelings in the midst of the current situation and hid them well.

"If you would be so kind, I would like to act as a guide to our guest." Charles requested.

The girl turned to face Wolverine almost expectantly, prompting him to stand. "You heard the Professor… Although you probably already know a fair amount about us from the SHIELD profiles, it'll probably be better if you take a look around this place without the intention of taking down the mansion's occupants."

She looked surprised that he had known about that, but guessed that Nick Fury had briefed him at some point. He walked towards the exit without looking back at his superior, gesturing for his female clone to follow. She followed after him without any further objections, sparing a cool glance back towards the Professor as she left the room. He merely inclined his head to signify that he was paying attention, but the two only maintained eye contact for less than a moment before parting once more. X-23 turned to see the back of Logan's head as they swept through the wooden doors and into the halls, the two traveling in silence as her footsteps mimicked his own.

After ascending a large flight of stairs, they continued onwards to the back door where several people were already frolicking outside. The two experimental mutants stepped through the sliding door as they stepped out into the sun, both of them taking a moment to appreciate the light breeze and fresh air that permeated their senses upon crossing the threshold. Having refined senses allowed them to appreciate such things much more easily than normal humans, and even most mutants for that matter.

X-23 observed the training areas that the Professor had built in the backyard, including several obstacle courses, a large swimming pool, and even a number of sporting areas that they were allowed to use during their free time. She recognized much of the land from her first visit to the school for the gifted, but this time she had no fear of being caught, and was here as a guest, a stark contrast to her time here as an assassin making a bitter yet flawlessly executed attempt on Wolverine's life.

Pushing these thoughts from her mind, she noticed a number of students playing a game in the yard, but paid them little notice as Wolverine addressed her. "This is the area where the students practice using their powers during coordinated training sessions." He explained unnecessarily. "Usually the instructors keep an eye on them to make sure they don't do anything stupid, although it can be a challenge."

"I remember seeing them moving through one of those obstacle courses when I came here a while back. The training that you put these students through seems to lack any significant challenge." The girl answered, much to his surprise.

Wolverine raised an eyebrow in response to her statement, but he appeared to agree. "I'm pretty certain you've been through much more intense training than any of those guys, huh kid?"

"Yes I have…" she replied bluntly. X-23 remembered the horrors that she had gone through during the testing phase of the living weapon project that created her, but after a moment her thoughts strayed back to the present. She looked up at her counterpart with a hard expression, although a frown was barely hidden beneath the surface. "Why do you always call me kid? I keep telling you to stop it!"

He struck a think pose for a second or two, but seemed to find an appropriate answer rather quickly. "You know, that's not a bad question. Maybe I should apologize if it pisses you off, but I' not so keen on addressing you like an experiment. In this case, why don't you go on and tell me what would you would prefer to be called?"

The female mutant opened her mouth to answer, but his statement appeared to have struck her dumb momentarily. She contemplated striking him before realizing that it would do her no good in the larger scheme of things, but in all reality she was unable to give him a proper answer to his question. Thinking back she had never really been referred to anything accept her experiment number, which in all reality had very little meaning if any. To her it had never seemed like much, but now that Logan had pointed out the truth to her, she began to feel an unfamiliar sense of discomfort. She had come to associate her number with her own existence due to being labeled as such from birth, but in reality it seemed as though she had no real identity.

Her harsh gaze wavered slightly as this realization floated through her mind, and she seemed unable to make eye contact. "It's easy for you to say something like…" she began slowly. "You were someone before becoming Weapon X, but I was created for that sole purpose. To be honest, I actually have no name."

"I see…" Wolverine replied with a gaunt expression, his empathy for the girl increasing as he considered the concept for himself. After a pause, he rubbed the back of his head and seemed to shrug off the incident. "You know what, forget I mentioned it."

She said nothing more for several minutes as they watched the game of dodgeball going on in the training field, the large beast-like teacher laughing merrily as his students ran back and forth in an attempt to avoid getting tagged with the flying balls. Logan remembered the day he had first introduced the game to his students at the institute, and interestingly enough it had been the girl standing beside him that inspired him to do it. Thinking about the kinds of horrors that she had been through reminded him that kids needed time to have fun, and should be allowed to break loose once and a while.

"Follow me." He replied before headed towards the source of the festivities.

X-23 followed him without question as they neared the training field, pausing as they came to a stop near the sidelines. Her guide approached the bestial man she had seen piloting the aircraft they had used the previous night, but she gave off no sign that she recognized him from before and chose to watch her male counterpart. Wolverine spoke to the fury man for a matter of minutes before they approached her, the less familiar mutant giving her a friendly expression as he walked onto the scene.

"I apologize that we were not properly introduced the previous night." Beast greeted the young mutant.

She gave him a look of acknowledgement, but did not provide a verbal answer. Her lack of a proper response prompted the man to raise an eyebrow in confusion, causing her gaze to harden slightly as a result. Wolverine watched these subtle interactions with interest, but before either of them could say anything else, they were forced to deal with a more apparent problem. Balls began flying in all different directions as the young students began to take advantage of their instructor's absence, causing a flurry of attacks to rain down from different directions.

Berserker's lightning attacks filled the air as the game of mutant dodgeball intensified, the kids having began to use their powers without restraint. The youngest member of the group created dozens of duplicates of himself, which filled the field in a matter of moments, swarming about like flies. Tabitha had been standing off to the side while the others fought, but reacted with hostility as a ball came inches from striking her head, prompting her to enter the fray. Boom-Boom gathered handfuls of explosives in her hands and tossed them into the mob of mutants, causing them to disperse at once.

One of her homemade firecrackers landed beside the trio standing several meters away, causing them to jump as the explosive burst near their feet. The furry mutant cast them a disapproving look as he crossed the field to speak to his students, Wolverine looking more annoyed by their sudden lapse of bad behavior. Both of them had hoped that their students would have become a little less irresponsible after the whole Apocalypse incident, but it appeared as though very little had changed since then. They were still the same rowdy bunch of kids, and although many of them showed promise of moving up, they were still unpredictable and sometimes difficult to control.

"All right guys, that's enough of that!" Beast reprimanded his students in an attempt to restore some sense of order to the session, but to no avail.

Before either of the adults could say anything else could raise any more arguments, X-23 bolted forward with incredible speed, jumping directly into the mutant battle with an angry look. The Weapon X clone let out an irritated growl as she sprung into the fray, somehow nailing the real Multiple with a swift kick, causing the others to vanish instantaneously. Tabitha looked surprised that someone would actually fight so serious when they were just goofing off, but a punch to the gut quickly disabled her. The other students froze in horror, as they began backing away from her with fearful expressions.

"That girl's crazy!" Berserker shouted, earning moans of agreement from the others.

They looked like the traumatized subjects of a painting, but the sound of a whistle quickly snapped them out of it as their instructors joined in. Beast removed the metal instrument from his mouth, stowing it away in the pocket of his shorts as they arrived to inspect the scene more closely. Wolverine walked over to the young mutants with a stiff expression, looking slightly amused by the results of the fight.

"Looks like you might have taken things here a little bit too seriously." Logan warned his female counterpart. After a moment, his expression softened again and he shrugged off the violent attack without much more consideration. "Can't say my temper was ever that great, considering I was tempted to do the same thing myself. Were I your age and in your position, I might have…"

"Had that been the case, I would have used my claws." She replied curtly.

"True, but at least she was able to get their attention." Beast piped in with a quick thumbs-up. He turned to face the students, a few of which were rubbing the spots where the former assassin had struck them. After watching them for a moment, he placed a hand to his mouth and called out to the class. "Since you guys seem so willing, it looks like we might have to change today's lesson to something more challenging."

"Aww… That's no fair." One of the younger students called out, prompting several agreeable murmurs from his classmates.

The animalistic mutant shook his head with a fatherly expression. "There's no need to look so upset, considering that today was originally supposed to be Logan's turn to supervise your training sessions."

Wolverine stepped forward with a feral expression, giving his colleague a look reminiscent of a predator who had just cornered his prey. "So Hank, you mind if I take over for a little bit seeing how these half-pints seem to need the motivation?"

The other man gave him a similar expression in return. "That actually sounds like a pretty good idea." He said loudly so that the class could hear him. "All right guys, I hope that after today's lesson, you won't be so quick to take advantage of a good thing."

Although he liked his job as a teacher at the Xavier Institute, teaching mutants was much more taxing than teaching ordinary kids. Hank McCoy looked quite cheerful at the prospect of a little extra rest as he gave the others a casual wave before turning to leave. The large man's hairy form moved back towards the mansion at a steady pace until he disappeared through the sliding doors, the departure of their favorite teacher leaving the students alone with the institute's most difficult instructor. X-23 merely watched quietly as her male counterpart stepped forward, clearing his throat with a sense of authority as he asserted his presence once more.

"All right you maggots… We'll start with a five mile run through the woods and then a few laps through the obstacle course." Wolverine explained, earning several groans from the students present. "Once we've finished with the warm-up, we'll all be ready for a nice long session in the Danger Room."

X-23 glanced up at him with an unreadable expression. "What exactly is the Danger Room?" she questioned.

He seemed to find her comment amusing. "Let's just keep that little detail a surprise."

The girl furrowed her eyebrows, looking rather unfazed by his cryptic answer. "If you plan on spending the day training these weaklings, then I have no reason to remain here any longer." She replied.

"Who says you're getting off that easy?" Logan answered quickly. "I'm going to show you what it means to be a member of the X-Men, and what better way than the experience it firsthand?"

In New York

Madame Web let out a dry laugh as she finished receiving yet another vision of the future. It was a fun pastime for someone like her who was partially reliant on life-support equipment and unable to make use of her legs, but the paralysis she suffered did little to hamper her spirits. The elderly mutant's dark glasses flashed with a vindictive light as she mused to herself about the recent happenings of the world, her withered lips curling into a vindictive smile as she watched destiny unfold before her very eyes. For someone who could not explore the world around her as well as most, she was surprisingly well aware of what was going on in the outside world.

Although she wasn't much for venturing around, her powers usually kept her occupied with visions of the future. These strange and mystical abilities would have frightened most people, but she spent years working as a professional fortune-teller and a medium. Having had these powers for so long, she had come to find the visions more amusing than anything else, and her past experiences had taught her that the future was not something to be taken lightly. She had been plagued by terrible visions of what was to come for the people of this world, but no matter what the outcome of the upcoming struggle, she sensed grave danger.

It seemed that the outside world had also begun to take notice, especially after her recent meeting with the extremist, Magneto. She had understood his desire to see what kind of future awaited mutant kind, but telling him anything more than what he might have guessed would not have been a good idea. Sometimes it was better just to allow some things to happen, seeing how his record of tampering with the lives of other mutants had become problematic in a number of ways. She had no desire to help someone as irrational as him, tempt other mutants into inciting a war that would decimate the entire planet.

To this end she had arranged a meeting with an old associate, having expected him to arrive at any moment now. She folded her hands in her lap, having grown tired of waiting for him, seeing how late he was, but it wasn't as though she had anything more important to do at the moment. Her blind eyes narrowed behind her dark visor as she contemplated the situation, but the sound of a door slamming quickly caught her attention.

The elderly woman looked towards the source of the noise as a familiar figure moved through the shadows of her makeshift dwelling. Her room's dim light soon revealed the form of a young man garbed in blue and red with a mask concealing his face and web-like designs covering his costume. He took the seat directly across from her, and the curtain that usually concealed her form was drawn back today so that they were sitting face-to-face at a small table in front of her life support chair. Neither of them spoke for several minutes, but the young man grew bored with her games and decided to break the silence.

"I assume that there's a reason why you bothered calling me here." Spider-Man addressed her in a painfully blunt manner.

Madame Web let out a dry chuckle. "It's been quite awhile since I have called upon you, yet some things really never change. It appears you are just as bold as ever, Spider-Man?"

The masked hero took a step towards her. "You seem to be in unusually high spirits for someone who claimed this was an emergency. If this matter is as important as you say, then why not just tell me what's going on so that I can add it to my list of stuff to worry about."

"I am well aware of your troubles, but do not think for a moment that I do not comprehend that which you are forced to endure." She replied in a condescending tone.

"Then why not just tell me why you bothered to summon me to this place." The mask hid his facial expressions, but due to the condition of her eyes it made very little difference.

The precognitive mutant immediately sensed the hostility in his tone and smiled mysteriously, her visor flashing against the room's dim lighting. "As impulsive as ever I see, but perhaps you should not be in such a rush to depart. It would have been much kinder had you decided to humor this lonely old woman. Admittedly it's been a reasonably long time since I've had a handsome young visitor stop on by."

"Don't play these games, you crazy old bat… If there's something important that you have to say then quit messing around and just tell me already!" He leaned forward slightly in anticipation, prompting another laugh from the elderly woman sitting before him.

Madame Web relaxed her muscles for a moment, her humorous expression fading as she paused to take a breath. "I am afraid that things are not as simple as you believe them to be. In most cases I would prefer not to tell anyone what I have foreseen, but at the very least I feel that it is important for someone to be aware of the dark events that are about to unfold."

"If you aren't willing to give me any details, then why summon me here?" Spider-Man replied incredulously.

"You seem to misunderstand, Mr. Parker… While I am usually against sharing such information, I sense that you will play a significant role in the upcoming events, and thus I shall tell you some of what I know so that you will be prepared." She explained rationally. "The fact is, that you and many others will soon be drawn into a fierce battle in which the outcome shall decide to fate of the human race."

The masked hero stirred at the very thought. "Are you absolutely certain that the world will be placed in this type of jeopardy?"

She nodded in response, her wrinkled lips twisting into a thin line. "My visions lately have been highly disturbing, and unfortunately I do not fully understand the full details myself. Even though this is true, I have no doubt that we are about to experience a time of change, during which many innocent people may lose their lives. I foresaw that you would be involved in this upcoming struggle, and it is for that reason that I have called you to my side."

"That's all great and everything, but I hope you can fill me in with some kind of clue, or else this meeting will have been a real waste of time." He replied.

"For your information, I was just getting to that." She interjected with a small frown, a note of intolerance echoing behind her words. The disabled woman took a moment to relax before speaking again. "You see the danger that I have foreseen lies in the usage of ancient technology the likes of which this world has rarely seen."

"Ancient technology…" Peter Parker mulled the words over to himself, his brain instantly coming to a stunning realization. "Wait, I remember a few months back there were some instances involving something like that. Several pyramids all around the world were surrounded by some kind of supernatural energy that conventional science couldn't explain."

Madame Web smiled in amusement as she listened to his words. "Quite a smart young man, aren't you?" he chortled jeeringly. "You would be correct to assume that this incident I have foreseen is related to those recent events."

Spider-Man looked positively intrigued by the prospect, although the presence of his mask hid signs of his interest. "Then what exactly is going to happen? Answer me!" he ordered with a mixture of mingled fear and fascination.

"That incident you remember seeing was in fact something far worse then you can imagine, but I haven't the time nor the desire to explain that which is already behind us. I warn you that this second piece of technology is equally as dangerous." She began in a softer tone. "The machine that I speak of has long been considered my modern historians to be little more than a legend, but my visions have shown otherwise. To make matters worse, there are also those who would wish to control the power of this ancient weapon to further their own desires, and some have already begun to act."

"If this power is as great as you say, then what can it do, and who is planning on controlling it?" the masked hero questioned.

"Honestly the machine is far more deadly then ordinary humans can comprehend. I do not know what it is fully capable of doing, but my visions show that even the ability to control natural disasters on this planet is not beyond the power of this vessel." She paused for a moment, a shadow falling over her visor as she considered him.

Spider-Man stood up with horrified manner his eyes widening beneath the mask. "Do you know anything else, like who is planning on using this machine, and how to stop them?"

"There are many who would use it for evil, and many of my visions have shown me that any one of them could very well drive the earth to its knees. The only other major clue that I am able to provide you, is that which may prevent others from using this power." Madame Web replied with an unusually solemn grimace. "The owners of this technology were smart enough to seal this machine behind a door buried deep underground somewhere in Asia. Since the seal was created by this advanced ancient technology, I do not believe that the door can be opened through modern means."

"If that is the case, then how can anyone open the door?" he asked urgently.

She merely shook her head in response to his question. "I do not know where the keys are hidden, but I saw what they looked like. Three of them resembled palm-sized crystals, and the other appeared to be an actual key, crafted from some sort of stone, and all four artifacts were engraved with markings that I am unfamiliar with."

Peter Parker's head shot up as he remembered the events that had transpired recently. "Wait, I remember that there was a strange man wearing a helmet robbing a gallery in Manhattan not long ago. He was only after a single crystal from the display case, and for some reason he displayed absolutely no interest in any of the other artifacts."

The elderly woman imitated his gesture as a combination of her visions and recent memories rose to the surface together. "Ah, now it makes sense why he was in New York…" she mused out loud.

"What do you know?" Spider-Man questioned abrasively.

The elderly woman brushed his comment aside. "Was this thief you spoke of garbed in strange red clothing and a dark cape? Did he have the power to control magnetic forces at will?" she answered him with questions of her own.

"That explains how he could manipulate metal so effortlessly." The masked hero nearly tripped over the leg of his chair as he stood again, causing the seat to fall as he placed his hand against the small table separating them. "Do you know who this man was?"

Madame Web nodded in agreement. "The man you saw was a powerful extremist who seeks to plunge humanity into war with his own followers so that he may raise the world's mutants to supremacy. Although I am unsure of his true name, most people as well as his own followers refer to him as Magneto. My visions told me that he would be involved in this, but now that I am able to place the pieces together, it appears that his actions may be the fuel that sets these wheels into motion."

"I see…" Spider-Man looked towards the table for a moment as though suddenly hesitant to hear any more. "Thanks to you I have some leads, so if anything comes up I'll be ready next time."

"That was my intention, but it is good to see that you have taken more out of this than even I had originally anticipated." She replied.

The two stared at one another for several minutes as they both contemplated what was going to happen next. Being blind she was unable to see his face, but even without her sense of sight, she could feel an aura of worry radiating from his body. He watched her with a renewed intensity, as if expecting her to break the silence, but seemed to falter when she did not say anything more. The elderly woman was always good at keeping people in the dark, but surprisingly enough she had revealed much more than even she had intended, and much more then he had expected to hear from her during a single sitting.

"If you have nothing else to say about this, I promise to do what I can to help, whatever the cost." He answered in a low tone.

She smiled again, but this time he sensed a little less humor behind her mannerisms. "It is good to see that you have excepted your destiny, Spider-Man. There is little more that I can do to aid you from this point onwards, but now that you have a starting point, I am certain that you will not disappoint me."

"It's not about you." Peter Parker straightened the chair that he had knocked over and turned to leave her dwelling. He stopped before crossing the threshold, a deeply solemn expression hidden by his mask. "If terrible things are about to happen, I have to be prepared to do what I can to help. If there's one thing I've learned in my life, it's that with great power, comes great responsibility…"

Madame web raised an eyebrow in amusement, but he did not see her gesture as he slid from the room, quickly escaping through the door and out into the streets. He shot a string of web from his shooter, latching onto a nearby building, and was gone moments later. The elderly woman let out a dry cough as the door to apartment slammed shut. She couldn't help but wonder again if she had done the right thing in telling him what she had seen, but despite her state of seclusion from the world, there was nothing to be gained from sitting back and watching as it was destroyed. She understood that the chances of victory in the upcoming struggle were slim, but from this point on it was out of her hands.

With Wolverine

X-23 followed after her guide with a thorny expression, doing her best to appear as stoic as usual. In truth the day had been rather enjoyable as she accompanied Logan through the daily training sessions that she found embarrassingly easy, while the students he was teaching suffered and begged for release. Had she been a normal teenager, she might have found some humor in the proceedings, although that didn't stop her from a feeling a sense of amusement at seeing how well she performed in the Danger Room when she was told to participate. Wolverine even seemed impressed by the ease at which she completed his personal run through the course, which was possibly one of the highest settings in the system.

Although she had been trained from childhood to be an assassin, the young mutant had learned to find joy in different things. It was true that HYDRA had limited her to training, but she had developed a sense of enjoyment through the practice of improving her fighting skills and becoming stronger. Surely it wasn't much, but a certain fondness for training and battle was one of the few things she had growing up, and it seemed that she would be able to enjoy herself by staying here.

It almost made her want to live with her fellow mutants on a more permanent basis, but the more rational part of her mind refused to give in, and so she had been conflicted during these last few hours. It was already ten at night, and the Professor had requested her presence one more time before the mansion's younger occupants headed off to bed. She followed Wolverine through the brightly lit hallways without question, but she had an idea of what was about to happen and decided to face it head on.

As they walked through the familiar doors leading into the office, she found several people already gathered on the couches and chairs present. Professor Xavier sat on his wheelchair that was positioned closer to the others than usual. Nightcrawler, Shadowcat, and Rogue, sat on the couch, the latter of which seemed less than excited to be there. The pale Goth stared out into the distance with an empty expression, her eyes only gravitating towards the door for a moment to confirm that they had arrived. Beast and Storm were seated in the two chairs on separate sides of the sofa, the former raising a hand in greeting as he saw the two Weapon X mutants.

Charles Xavier nodded in their direction. "I'm glad to see that you have both chosen to attend this gathering. Please feel free to relax for the moment."

His words did little to ease the tension, as neither mutant seemed to follow his suggestion. The room's occupants remained engaged in their own conversations, with the three older students talking amongst themselves, and the two instructors directing occasional glances at each other. Professor Xavier busied himself by flipping through some paperwork, but once he had organized the forms, he placed them back into the drawers of his desk. The room fell silent as their leader returned to the group, a single glance at him being enough to tell that he wanted to address his companions, and all attention gravitated towards the bald man as he raised a hand for silence.

"I have called you all here tonight for a very important reason. We have a few important issues to discuss, but before we begin I would like to formally introduce you all to our newest candidate." The telepath began, his right hand gesturing towards the girl standing behind Logan. "For those of you who may have forgotten, this young lady is X-23."

All eyes swept towards her for a moment before returning to their leader, who merely nodded in response. X-23 did not seem bothered by the unusual amount of attention she was receiving, but at the same time she was not entirely sure what would happen from this point. She did not respond verbally to the telepath's welcome introduction and instead chose to remain relatively quiet for the time being.

The fuzzy blue student scratched his head as he remembered her. "Wait a minute, that's the girl that invaded the mansion a few months ago." He commented, pointing one of his three fingers at her. "I guess that explains why she looked so familiar."

Storm nodded in agreement, but looked much more rational when compared to Kurt. "She is the person you remember, although many things have changed since then and I implore that we not judge her based on past experiences." The dark-skinned woman replied.

"I saw her complete Logan's run during today's Danger Room session. She's got some really awesome skills!" Kitty Pryde added.

"I'm glad you think so, because part of our reason for scouting her was to provide this young lady with a home." The Professor replied as he turned to face the former assassin with a softer expression. "Now before we discuss the more crucial aspects of this meeting, I would first like to know if you have accepted my offer to join the X-Men."

Wolverine glanced over his shoulder at the young mutant, who seemed keen not to answer immediately. Rogue raised her head for the first time during the gathering, looking genuinely interested as compared to the usual veil of indifference that her mannerisms usually projected to the outside world. While the adults in the room were equally as curious as to what her answer would be, they did not directly show it and merely watched in interest, as the remaining students seemed more interested, but were not entirely certain how things would turn out either way.

X-23 locked eyes with the telepath before speaking up again. "No matter what you say, the circumstances have not changed." She began. "If I stay here, it is possible that my presence will place you all in danger. HYDRA will come searching for me as soon as soon as they find out the truth, and knowing them it will not take them long to figure it out."

A thick silence settled over the room as the gathered X-Men considered her words, but the older members had already known about this problem. Wolverine placed a hand on her shoulder, eliciting a quick intake of breath from her in response to his action. She looked up at her older counterpart with a sense of anguish and irritation, but he did not falter from her expression. The former Weapon X stood by her side, his eyes positioned down as he gave her an unusually soft expression.

"You don't need to go through this alone anymore. Maybe I can't speak for the others, but no matter what happens you've got my support no matter what you choose to do." Logan replied with a pronounced note of stubbornness.

The Professor moved his chair so that he was closer to them. "If you want to remain here at the institute, we will be more than happy to accommodate you in any manner necessary, and stand by your side even if HYDRA attempts to recapture you."

The young mutant paused for a moment, but her expression didn't change. "You can't stop them from coming after me, but at the very least I can stop them from coming after you guys."

"After that crap that took place in New York, I don't think we'll get off easy in any case." Her male counterpart explained grudgingly. "Last time I was the only person that helped you out, but this time we brought about half the team along for the ride before foiling their plans. Not to mention the fact that we also made enemies out of that overweight cue ball that Madame Hydra partnered with in order to get her hands on you."

"They have no interest in any of you, just me." X-23 felt her patience waning, although part of her believed that what they were telling her was true.

Beast nodded in agreement. "That may be true, but our interference may have already brought down the wrath of the enemy. In addition to these criminal organizations, we also have our own group of enemies actively plotting in the shadows. Speaking from experience alone, it is painfully obvious that we're bound to run into trouble with these people again at some point, meaning that whether you stay or not may be irrelevant when it comes time to the state of our own well-being."

She searched her mind for another argument, but found very little else to relate aside from what they had already discussed. "You claimed that I would be allowed to make my own decision, yet you continue in your attempts to alter my decision."

Wolverine snarled aggressively, pointing his index finger in between her eyes like an angry parent. "All we've done is state the facts, kid… You're the one who doesn't know what she really wants to do! We're not changing your decision, because in reality I'll bet you haven't actually made one yet!"

"Stop it!" X-23 lashed out with her claws, but they quickly became entangled in his own as the two mutants clashed.

"What is she doing?" Kurt screamed, looking as though he had just been slapped.

Rogue and Nightcrawler stood up from their seats, the former clenched his hands into fists, but the Professor raised a hand to stop them. His gesture prompted both students to sink back into their seats, but the blue mutant glanced at his adoptive sister with a rather puzzled expression as to what their guest was trying to prove. Many of them had not known much about her before this meeting, and were confused as to what to expect. If Professor Xavier himself did not seem to trust her, they might have reacted in a more hostile manner.

It looked as though someone had frozen the scene as X-23 and Wolverine stood rooted to the spot, their dagger-like claws locked together in a fighting stance. After a moment, the younger mutant shoved her adversary backwards and retracted her claws, a bitter expression gracing her features as she realized what she had done just now. Having been trained as a killing machine, she was usually not the type of person to give into random emotions, but ever since she met the X-Men, she found herself becoming more in tune with human emotions. At the very least, she was more interested in understanding her own feelings.

"In some other time, under different circumstances… Maybe I would be a member of this group." The young mutant looked towards the ground as she spoke, her brown hair concealing her face from view. Although no tear dripped from her eyes, a powerful sense of anguish and confusion exuded from the girl.

Professor Xavier looked upon her understandingly. "If you truly want to stay here at the institute, you need not deny it. If you agree to become a student here, I am willing to do all that I can to protect you. It appears that you're existence as X-23 is what has caused you so much misery, but using my connections I may be able to give you a new identity so that you will remain hidden to the public eye."

"HYDRA recognizes me and would easily find out the truth." She answered with an unpleasant grimace.

The bald telepath shook his head. "It appears that you have a noble goal in mind. By leaving this place, it appears that you wish to protect the rest of us from becoming involved. I am sorry to say that the others are correct, but whether for the better or worse we have already become involved in this situation. If they actually intend to pursue you further, your creators are bound to arrive at some point."

Wolverine folded his arms and leaned against the wall. "You might have noticed how quickly that freak with the metal arms tracked us down earlier. If HYDRA has the same kind of technology, then they might end up hunting us all down like dogs for trying to stop them before."

"That being said, we are bound to face these hardships whether you remain with us or not." The Professor added with a small frown. "The only difference is that by staying here at the institute, you no longer have to face these troubles alone."

X-23 felt her hand shaking slightly as she took in everything they had said, but after several minutes of contemplation she made her decision. "All right… I'll join the X-Men." She replied with an uncharacteristically reluctant stammer.

"Good girl…" Logan muttered to himself, the corner of his lip forming into a shadow of a smile so small that even someone staring at him would find it hard to detect.

The bald telepath raised a hand to call the meeting to order. "Now that we have settled this first matter, I feel that it is important for everyone present to know what happened in New York, and what our next move will be."

Note to Readers: I don't think this chapter was great, but I wanted to keep HYDRA in the story while also allowing X-23 to join up with the X-Men, so I guess I had to stretch things a little to make everything work out. I usually try not to do too much stuff that seems completely out of nowhere, but I was trying to bring this X-23 retrieval arc to a close. Now that this painful hurtle is finished, the real story is about to begin. You may have gotten some previews through Magneto's appearance in earlier chapters.

It's kind of like how Mesmero appeared in the beginning of Season 2 of X-Men Evolution, even though the whole Apocalypse thing wasn't a major factor into much later on. Expect to see more of HYDRA in future chapters. The Kingpin won't play a prominent role for a while, but you'll see him again before the story is over. Next chapter I do want to show more from the bad guys considering that this chapter was about the heroes.

On a side note, sorry for any mistakes, but I struggled to get this chapter out after not getting one released last week. Anyway, keep reading and please **review**! I don't get much support for this story, but what I do get keep me motivated to keep writing it.


	11. Chapter 11

**Chapter 11: The Coils of the Snake**

Disclaimer: I do not own any Marvel characters or logos.

The group remained silent for several minutes as they waited for their leader to begin. While Wolverine and X-23 appeared unfazed by this sudden change of subject, although the girl seemed slightly rattled by the decision she had made. Kitty Pryde shifted uneasily alongside Nightcrawler, while Rogue's empty stare became more focused as she prepared to listen to what the Professor had to say. The adults in the room seemed to have to be more composed in comparison to their younger counterparts, but still somewhat anxious seeing how the recent findings from their missions had yet to be fully discussed.

"Now then, I would like to call attention to the several problems that we may be faced with in the future. Every single one of us must be prepared for what may happen, in case the day comes when we are faced with the worst possible outcome." Charles Xavier explained carefully.

Beast leaned forward slightly in his chair, his fur covered hands resting against each other. "I am not entirely sure what your reasoning is, but I would assume that all of these recent issues we have faced may have influenced your thoughts concerning this particular subject."

"I am in complete agreement with Hank." Storm turned towards their superior with a stern expression. "It would probably be good wise for the rest of us to discuss recent findings before we continue, seeing how those of us who were present last night have yet to fully divulge the series of unfortunate events that took place before we returned to the institute."

Shadowcat shrugged with a look of concern. "He's got a pretty good point if you ask me, but nobody's bothered to tell the rest of us what's going on."

"Not to mention that you left me and Rogue alone with those crazies last night." Kurt added with a pained expression. He paused to let out a groan, lightly rubbing his side with a three-fingered hand. "Ugh… I'm still feeling the affects of that indoor mutant football game."

Rogue let out an unladylike snort as she ran a pale hand through her two-colored hair. "Tell me about it. Who do ya'll think damaged the chandelier in the dining hall? Sure in heck wasn't either of us, that much I can say for sure."

The Professor raised an eyebrow in response. "We I suppose that their little game might explain the reason why that statue in the foyer is missing an arm, but for now I digress. At the moment it would probably be a better idea if we return to our previous discussion."

Nightcrawler glanced around the room, silently observing the others for a moment as he remembered something rather important he had been dying to ask for while now. "Speaking of which, why exactly did you leave Scott and Jean in New York last night?"

"You said that Magneto was seen recently, but after last night I've been wondering if there's anything else going on that the rest of us don't know about." Kitty replied with a look of curiosity.

X-23 seemed to notice this exchange, but honestly enough the business they were discussing was of little importance to her, and she had decided to listen mostly out of courtesy for the people who had offered her a place to stay. Wolverine leaned against the wall and folded his arms as he listened to the conversation. He cast a look of interest at their leader, who seemed to notice the gesture almost immediately. Although he was actively listening to the words of his students, the bald telepath gave his old friend a small nod in acknowledgement before turning his head to face the larger group.

The Professor observed his team from behind his desk, waiting a few moments for the commotion to die down before addressing the situation. All eyes slowly moved back towards him as the several smaller discussions began to die down, allowing him to speak to them once more. He raised a hand to silence the students, all of which seemed relatively eager to learn the full details of the previous day's events. Even Rogue, who normally showed very little care for such trivialities, had partaken in the meeting tonight.

"We intend to share these details now that most of us are present." Xavier replied solemnly, his eyes scanning the room quickly to make sure that no one would interrupt. "As the majority of you are already aware, our team departed to investigate the situation in Manhattan after Magneto and his Acolytes were sighted in the general vicinity. We were also searching for signs of Logan since he had yet to return from his own mission, but along the way we encountered some unforeseen complications."

"Unfortunately that's probably the understatement of the century!" Wolverine sneered with an unpleasant grimace.

His response earned a small nod from his superior. "He was searching for X-23 at the time, but due to the unfortunate circumstances surrounding her past, such troubles were not entirely unexpected from the beginning." The telepath explained. "The HYDRA organization that originally created X-23 is still at large, and thus they sent others to enact their ambitions to recapture her."

The Goth sitting across the room sat a little straighter in her seat. "So, what exactly happened out there?" Rogue questioned.

"Did these HYDRA people do some damage?" Kurt chimed in nervously.

Logan unfolded his arms, allowing them to hang loosely by his sides. "Unfortunately it wasn't exactly that simple. He answered in a gravely tone. "As it turns out, the organization hired some criminals from New York to do their dirty work, and unfortunately for us they were a lot tougher then even I had expected from some."

Kitty Pryde placed one leg over the other and leaned back so that she was in a more relaxed position. "Well it couldn't have been so bad if you guys all made it back in one piece. I mean, we've been through quite a lot over the last few years, so it doesn't seem so surprising that you ran into some trouble during the mission."

X-23 gave her a fierce glare, eliciting earning a defensive look from the intangible mutant. "They are not to be taken lightly, nor is the threat that they pose to anyone foolish enough to defy them." She spoke aggressively.

"All things considered I got a feeling that this is gonna get a lot worse." Wolverine interjected in a calmer tone. He paused for a moment, scratching the side of his head carefully. "The truth is that we barely made it through that mess alive, and it wasn't even the HYDRA guys that did most of the damage."

Charles Xavier added in a firm nod. "From what Logan was able to tell me upon our immediate return, I believe that we may have made another enemy."

"So now we have to deal with Magneto and these HYDRA guys too?" Kurt looked as though he was afraid of the answer, but did his best to hide his discomfort.

Logan folded his arms with a bitter expression. "I'm not gonna lie to you, elf… The guy that the Supreme Hydra employed is the boss of his own criminal empire. From what little I was able to find out, most people in the underground know him as the Kingpin. To make things worse, he looked royally pissed when we put an end to their little business deal, and he's also the reason why the ice-twerp wasn't able to train today."

The three students present looked as though they had just been splashed in the face with a bucket of cold water, but Rogue was the first to recover, although she seemed more annoyed than scared by the prospect. The pale girl sunk down in her seat, her expression turning sour as she imagined what kind of trouble they were bound to run into. Having been used like a puppet during the Apocalypse incident months ago, she felt as though someone violated her in a number of unimaginably horrible ways. If her powers hadn't made her miserable enough, people had even gone as far as to use her as a tool, thus the reason why she held such a powerful grudge against her adoptive mother, Mystique.

Nightcrawler shook his head worriedly. "Oh man, that sounds pretty rough even for someone as energetic as Bobby."

"It's not the I don't feel bad for the kid, but since he acts like such an immature clod all the time, something like that was bound to happen eventually." Rogue commented.

The Professor folded his hands and inclined his head slightly. "For the time being we can only hope that he learns from this experience. Since he managed to survive this experience with little more than a few broken bones, the rest of us should be grateful that it was not worse."

"Right now I'm more worried about what the bad guys are up too, and then there's Magneto floating around doing who knows what? We've got a lot of enemies right now, and any one of them could cause us some major headaches if we don't plan for the possibilities." Wolverine added with a grimace.

Beast rested his hands in his lap with a calm expression. "For the time being I believe that we should focus on finding out what Magneto is up too. We don't know if or when our other enemies will emerge, but we have some solid leads that our old friend is up to something. In this particular case it would probably be a better idea if we wait until Scott, Jean, and Remy return with more evidence."

"Although we were not able to establish direct contact with him earlier, Warren has agreed to help in any way that he can." Professor Xavier replied with a knowing expression. "Considering that one of our new enemies appears to control the New York underground, I do not believe that we have seen the last of him."

"I have faith in them." Storm replied with a strong yet almost motherly expression.

Professor Xavier nodded in agreement. "As do I, but the stories I have been reading about the crimes in Manhattan are deeply disturbing. Our former students have proven themselves many times, but I still fear that this investigation into Magneto's actions may become more dangerous if they choose to involve themselves in matters beyond this scope."

The dark-skinned weather witch let out a small breath. "I agree with the others… We should be more concerned about what exactly Magneto is up to in such a crowded city, and why he stole that artifact from the museum. That newspaper article detailing the theft shows that he only made off with a single item, leaving all of the other valuables untouched."

"As expected he has very little interest in riches, but after the Apocalypse incident I would not be so sure his actions are motivated by greed. From what we have learned from X-23, it appears that one of motives is to gather more mutants to his cause." The bald telepath paused to take a breath before turned towards the girl. "If you would please explain your encounter with him firsthand, the rest of us will now listen."

X-23 hesitated for a moment before beginning. "I was on the run from HYDRA in the wilds when he approached me. It was surprising that he was able to come so close without my detection, but when I attempted to defend myself, he used his magnetic powers to control my adamantine skeleton. From what he said to me, I am certain that this man knew about my situation and was using this knowledge to tempt me into joining some kind of group."

Her male counterpart let out a low scowl. "That bastard… It's just like him to prey on the weaknesses of others to get what he wants. No doubt he wanted you to be his new stooge after Gambit few the coop and he lost his leverage over Colossus."

"Whatever the reason was, he offered me protection and claimed that there were others he had recruited to his cause." She replied with a look of indifference. "It might have sounded interesting to someone else, but to me it seemed more like he was trying to use me just like HYDRA did. I refused his offer and left without saying much else, making certain to place several miles between us before settling down for the night."

No sooner had she finished that an awkward silence fell over the room, creating a sense of unease for the room's occupants. Those who new Magneto's methods were exceptionally worried by this new bit of news, but they seemed as if they were too busy considering the possibilities to address the issue with the group right away. X-23 noticed the sense of discomfort radiating from her new teammates, but since she did not know this enemy well, any opinions she had would probably be of little help to the others.

Hank McCoy frowned as he turned to face their leader. "It is obvious that he's trying to rebuild his ranks, but I am more concerned as to how many mutants Magneto has managed to recruit at this point. With the growing animosity towards our species, there are bound to be many who will flock to his side if given the offer."

"Which is why we should be prepared." Wolverine cut in suddenly.

"From what we know so far, some of his old followers have already returned and are actively pursuing his goals, whatever they may be…" The Professor explained solemnly. "Logan encountered Sabertooth during his mission, and the article describes multiple metal pods departing from the scene of the heist. Judging by these factors alone, my guess would be that he has already gathered a handful of followers."

"I am more curious to know how many of these mutants are familiar to us, and how many are new to his cause." Storm replied with a look of concern.

X-23 scowled in a manner reminiscent of her counterpart. "Who exactly is this man anyway, and why does he want to recruit mutants?"

"It's a much longer story then I'd care to tell, but that's neither here nor there." Logan let out a small sigh, cracking his wrists as he allowed the thoughts to linger for a moment. "Right now all you really need to know is that the guy you ran into is some kind of extremist bent on uniting all mutants under his beliefs. I'm sure Chuck could give you some more specifics."

The Professor gave her a small nod of acknowledgement as their newest member turned to face him. " Logan speaks the truth… Magnus was once a dear friend, but his past experiences made him bitter and angry at the world. He believes that mankind will eventually attempt to destroy our kind, and has worked hard to gather followers for this reason. He sees war as the inevitable outcome of our struggles, and will stop at nothing to prepare for this day."

The volatile mutant paused as she processed his words, but she despite her earlier silence, she was developing a sense of curiosity surrounding the subject. She did not know exactly where these feelings came from, be they a newly developed concern for her allies or simply her habit of gathering information about enemies, but at the very least X-23 knew that she was not finished asking questions yet.

"I may have accessed your profile while infiltrating SHIELD headquarters, but before you say anything else I want to ask you something." She took a step towards the telepath's desk, but despite the sudden action there was no hostility in her tone when she spoke. "What did you desire in opening this school, and what do you hope to achieve through teaching mutants how to use their powers?"

Charles Xavier surveyed the troubled youth as the two mutants made eye contact, a knowing expression appearing on his solemn face as he remembered Logan asking him the same thing once. "I understand your question, but there are many reasons as to why I founded this school for gifted youngsters, and explaining every single defining experience would take some time. The basic reason I decided to start this school is to train young mutants to use their abilities for the greater good, and stand up to those who would wish to perform evil deeds."

"That's about what I thought you would say, but you seem to care for those that you've never even met. Why?" the Weapon X mutant interrogated aggressively.

The telepath looked as though he was about to speak again, but Storm turned to face the child instead. "If you doubt his sincerity, then I suggest you do not judge others based on your own perceptions of mankind. Were it not for the help Charles provided me when I was young, there is a chance I may not be alive today."

X-23 backed down with a less aggressive expression as she struck a pose similar to Wolverine, her arms crossing in front of her chest as she leaned against the opposite wall. Judging by their reactions, words, and mannerisms, she had very little doubt that their intentions of her new teammates were pure. Being raised as a weapon, she was largely unfamiliar with such feelings for fellowship and companionship, but however little she understood, the young mutant made a vow to herself that she would one day comprehend the broad spectrum of emotions that come so naturally to most ordinary people.

As another silence fell, Storm's thoughts returned to the day she had first met the Professor all those years ago. Closing her eyes her thoughts regressed to the day, and for the moment she saw herself as she once was. A child stood before an intimidating man with sinister eyes, his evil expression turning to fury as he scorned the small number of valuables she had given him in exchange for shelter and food. He advanced towards her menacingly as fear gushed through her body, but her shoulders relaxed when she felt a hand on her shoulder. She turned just in time to see the face of a younger Charles Xavier.

The Professor addressed her as though the conversation had not paused. "So, I believe that you mentioned something about what kinds of followers Magneto may have gathered by now."

"O-of course it will be of concern to us." Her mind raced as she shifted these memories aside and brought her focus back to the present. "It is obvious from the testimonials in the Daily Bugle that someone different may be among he Acolytes."

Logan's head perked up as his attention shifted back to the conversation. "Really now… What exactly did the witnesses have to say?"

"Not very much." Storm replied quickly. "The journalists interviewed the security guards that were on duty that night, but the security system had been compromised and to make matters worse the power supply had been cut off. All they remember was feeling as though someone was draining the energy out of them, and then they lost consciousness."

"I do not believe that any known follower of Magneto has that kind of ability. It may very well have been someone entirely new to his team of dangerous renegades." Beast deduced immediately.

Wolverine looked around grumpily. "If they were crazy enough to go along with him, then they're just punks."

"I am not so sure if that is the case, because many mutants fear their powers and are afraid of what others will think as a response." The Professor folded his hands calmly, although those who knew him best could see a glimmer of unease behind his eyes. "Magnus has a way of convincing people to fight back, especially those mutant whose powers have been exploited in some way by others. Many of our kind have tragic pasts, which can be easily exploited an extremist offering them the promise of justice."

Kitty's shoulder slumped as she recalled her own experiences. "Looking back, I remember how afraid I was when my powers first manifested. Lance convinced me to do some shifty things, saying he understood how I felt and was just trying to help." She looked around at the others and smiled. "I'm glad you guys were there to help me though that time."

Logan snorted as he thought about the young former villains. "If you're asking me, those goons from the Brotherhood were just a bunch of saps being used by Magneto. They haven't caused any trouble since that time they played hero a few months ago."

"They were never truly evil, just misguided by the adults around them." Beast explained. "I daresay, some of them might have joined us if the circumstances had been different. I am sure that Kitty would agree based on some past experiences."

The intangible mutant gave him a small nod, although her blank expression seemed to waver for a moment. "It's kind of… complicated." She answered cautiously.

Professor Xavier noticed her discomfort, although he already knew that she had been involved in an on and off relationship with Avalanche in the past. It did not look as though she had placed the experience behind her completely. It was true that he would never pry into such a personal subject using his powers or otherwise, but ever since the Apocalypse incident, he had heard that she was staying up late talking on the phone again. He believed it was good to see that tensions between mutants were beginning to drop, and hopefully things would only become better. Unfortunately, based on recent revelations he had a feeling that things were about to become even more complicated then before.

"Perhaps it would be better to return to the main subject of this meeting." Squaring his shoulders evenly, the telepath sat up a little straighter in his seat, his face twisting into a small frown. "Unfortunately for the time being we can only wait for the enemy to make a move, and we have yet to hear back from Scott and Jean. I suggest that until new developments are made we will continue with business as usual."

Wolverine let out a small groan reminiscent of a sneer. "We can't just ignore these problems, considering after that hell back in New York made things even worse. I say we send more teams out in the field searching for clues."

"While I do agree that these problems cannot be ignored, I do not believe that it is necessary for us to send out more teams just yet." The Professor explained to him. "I have faith in the abilities, and so should you considering that you personally instructed them when they were students here."

"Furthermore, sending more groups in right now might draw attention from possible enemies, which would only exacerbate the problem." Beast commented sagely.

"All right, all right, you've made your point. Excuse me for being worried about those kids, but something tells me that the mission won't be the only thing on their minds." The feral mutant crackled his knuckles with a defeated expression. "Also I've been hearing some pretty nasty stuff about Manhattan in the criminal underworld. They say that there's some kind of crazy gang war going on right now in New York."

Storm raised an eyebrow. "Considering what we have faced in the past, I don't think that common criminals could possibly cause Cyclops and Jean very much trouble."

Logan cast her a glum expression. "Criminals maybe, but common, not so much. The way I hear it, a lot of them are superhuman freaks with some really crazy technology."

Professor Xavier nodded gravely. "I too am also aware of these stories through reading the Daily Bugle, and Warren has also told me some interesting things seeing how he has fought crime in the city as Angel. This Kingpin you mentioned earlier may very well be one of the criminals vying for power in Manhattan."

"We trained them to help people, but the last thing the X-Men need to do right now is get involved in that messed up gang war. I just hope those kids know what they're doing." Wolverine answered with a glum expression.

"They are not kids… at least, not anymore." The telepath replied with a knowing expression. He paused for a moment before looking towards the room's other occupants. "For now this meeting is adjourned. As soon as there are some new developments, I will be sure to alert the rest of you, but for now I suggest we all continue going about our business."

A murmur of agreement swept throughout the room as they stood up from their seats, the group mumbling their formalities as they left through the double doors and into the halls. The mob slowly split as they headed off towards their individual rooms, X-23 and Wolverine heading off towards the other side of the building to her guest chamber while the others went off to the student rooms to get ready for dinner. Logan spared a glance down at his female counterpart, but when she said nothing he decided that it was better not to force conversation. Charles was bound to obtain some false documents to hide her presence from prying eyes, but it made him wonder how exactly she would react.

Meanwhile

Scott Summers looked around nervously as he swallowed the last bite of his lunch, using his hand to push the remaining dishes aside. His girlfriend sat across from him with a neutral expression as she copied his action, the couple having finished their meal. They had stopped at a local restaurant somewhere in Queens to have dinner before finding a hotel to stay the night. Cyclops drained the remnants of his drink with a satisfied expression, silently watching her through the tint of his ruby-quartz glasses.

"So Jean, what do you think of New York so far?" he asked casually.

The redhead cast him a playful look as she considered him. "You know, the Professor didn't let us stay here so we could enjoy ourselves. We have a mission to accomplish, not to mention that Angel said he would meet us tomorrow morning." She replied, setting her own glass down with a light thud.

Cyclops shrugged cheerfully. "You do realize that we can do both right now. Since it's getting late I think we should find a place to stay for the night, then meet up with Warren later. I hear that this city can be pretty dangerous after dark, even outside of the red light districts."

"After those robots attacked us in the woods, I believe that anything's possible in a place like this. The Professor also gave us some warnings before we even came out here, although admittedly I wasn't quite certain that he was telling the truth until recently." Jean answered.

A waitress placed the bill on the table as she swept through the dining room, giving them a formal smile before heading back to the kitchen. Scott watched her leave with a bored expression before turning back to his girlfriend who merely snickered in response to his brooding visage. The two sat back in their seats and enjoyed the atmosphere for several minutes until it came time to leave. Cyclops reached into his pocket and placed a few bills on the table, only to find that she had already done the same.

"Don't worry, I'll take care of it this time." He replied with a friendly smile.

She gave him a playful expression before flicking his hand away with hers. "Like I said once before, a woman doesn't always need a man to take care of things."

Cyclops rubbed the back of his head carefully with an awkward expression as he thought about the time the girls started the Bayville Sirens. "Actually I was offering because you paid the last time. After that fiasco last year I decided you were guys were right about a lot of things, but that doesn't mean I can't do my share too."

The redhead smiled and put her own money away. "If you and Kurt hadn't stepped in there's a chance we might not have been so lucky back there. And come to think of it I actually did pay the last time we went out."

Scott reached out and placed his hand over hers as he used his remaining hand to place the money on the table. The two exchanged glances before rising with their fingers intertwined. They cast loving expression towards each other and headed for the exit, exiting out into the streets moments later. Several people passed by as they walked through the parking lot, but no one seemed to pay them any mind. It was a pleasant change for them, especially in comparison to Bayville where they were feared and despised by the general population. Spyke's extremist actions hadn't helped their political standing, even though he was only protecting other mutants from hate crimes and persecution.

They opened the doors to the X-Van and started the car, heading out into the streets once they were both safely buckled. Cyclops took the exit leading to Manhattan when it came up. Several more minutes passed as they looked for a hotel in the general vicinity. As they entered the business district, several large buildings loomed overhead, blocking the setting sun as the orange light gave way to the evening dusk. For a while they enjoyed the piece and tranquility, but several other cars zoomed past them at alarming speeds, quickly ruining the moment.

"Did you see those jerks?" Jean asked, staring incredulously at the man beside her. "Whoever they were, they must have been driving at least one hundred miles an hour."

Cyclops spared a glance at his side mirror, his eyes catching sight of a pair of cop cars following the same path as they zoomed by. "Looks like there's a police chase going on." He mused to himself before turning to his girlfriend. "Considering where we are right now, it's really not all that surprising. Just another day in the city that never sleeps, I guess…"

They returned to the matter at hand, discussing their options and going over the different hotels in the area. The couple had different thoughts on the subject, but both had agreed that the best option was staying someplace where the accommodations were simple yet comfortable. Jean gave the brochure she had found a small flick before tucking the paper into the handle of the door, her expression calm and casual. They had decided not to take advantage of the professor's generosity, or stress their own budget, by accepting a standard inn over a five-star hotel.

The red-haired telepath relaxed as the GPS directed them to their desired destination, but a loud rumbling in the distance caught her attention from the virtual roadmap. Looking out the window she saw a large column of smoke rising up from the distance, followed by several screams of terror and a loud series of crashes. She looked positively mortified considering how clearly they could hear the screams even from this distance, but a glance to her left told her that Scott was much less than bothered by the sudden string of events.

"Well aren't you going to say something?" she asked with a scolding expression.

"Crazy stuff always happens on the big city. It's probably just a fire, and the professor told us to be inconspicuous while carrying out this investigation." He glanced over at her with a worried expression, but shrugged nonetheless. "I know it's hard to ignore a crisis, but heroics would probably make our job harder, and right now the mission is our number one priority."

Jean paused for a few seconds to consider his words, but just when she looked as though she were ready to cooperate, a large object came flying through the air, landing with an explosive crash onto the street in front of them. Scott floored the brake pedal with his foot seconds before smashing into the smoking debris, taking a moment to straighten his ruby-quartz glasses as he observed the wreckage in the middle of the road. The couple shared a collective gasp as they realized that the obstruction was a truck, lying upside-down in a crumpled mess as if someone had picked up and thrown the vehicle into the air.

The female psychic found her voice a moment later, her eyes widening slightly as she pieced the scenario together in her mind. "Did you see that? That car came flying through the air from over there!" She pointed towards the smoking buildings a considerable distance away. "Are you still sure it's just a fire?"

"I guess not…" Cyclops admitted with a serious expression. "In any case, it might be in our best interest to check this out in case the situation provides some clues to our own case."

She nodded quickly. "All right, let's go!"

Scott glanced back to make sure the road was clear before backing away from the smoking vehicle, cautiously inching the X-Van around it as if the opposing car was going to explode at any moment. Once they were safely beyond the wreckage, he drove down the route heading in the general direction of the police sirens and smoke. Although he was not overly familiar with the city, he recognized a few roads from his Christmas trip to New York with Rogue, the same mission that had introduced them to Angel. Several minutes later, they began to see people fleeing the vicinity in their vehicles and on foot, but a horrifying sight greeted them as they drove onto the scene.

Large sections of the street had been smashed due recent circumstances, many of the buildings broken or missing walls, and the debris scattered around the square indicating that establishments had been completely leveled. Several police cruisers had been toppled in much the same manner as the one they had seen a few miles east, but if that weren't enough there were several officers lying unconscious on the ground, some of which were bleeding profusely as several of their colleagues loaded them into an ambulance. More officers sat in wait behind a small group of vehicles across the square, all of which were crouched with their guns at the ready as they watched the door of the store.

The two mutants exchanged understanding glances as they stopped the X-Van a considerable distance from where the police were standing guard, hoping that they would be able to leave the area unseen on the off chance that they were not needed. Scott withdrew a small yellow visor from the van's glove compartment, exchanging it for his sunglasses with a lightning fast movement. "Just in case…" he added hastily as Jean noticed his action.

Unfortunately this notion was shattered instantly as the door of the store flew off of its hinges, sending showers to glass and metal splintering in different directions. Although they had been through a lot in the last few years, the red-haired telepath couldn't help but let a small gasp escape her lips as she caught sight of the person responsible.

An incredibly large figure emerged from the broken entry, his unnaturally large frame easily filling the exceptionally large entry where the double doors had been moments before. His form was covered with what appeared to be some kind of thick gray armor, which seemed to be a part of his body than anything else, but the most intriguing thing about his appearance was the large black horn protruding from the area above his head. His face was still human in appearance, but the man's features were alive with satisfaction, and a large bag of valuables was grasped tightly in his hand.

"What is that thing?" Jean replied with a slightly baffled look.

Her boyfriend shrugged. "Beats the heck out of me, but from the looks of what happened her it seems we might be forced to step in."

The female mutant paused again to watch through the windshield of the van as the law enforcers poured on a shower of bullets at the thuggish monster, but the assault seemed to annoy their target at best. The beastly man let out a savage roar as he dropped his stolen goods, instead seizing a nearby car and throwing it at the squadron of police that had targeted him, causing the police to scattered in fear. Having seen enough, Scott Summers bust from the door of the X-Van and used a focused beam of energy to divert the flying vehicle's path into an unoccupied sidewalk. Jean also vacated the van, a serious expression engulfing her pretty features.

It only took a moment for the villain to notice them standing where the beam had come from, eliciting a scream of outrage from him. "Little brats! Who do you think you are, messing with the Rhino's business?"

Despite being clearly outsized by the animalistic villain, the two mutants stood their ground. "I don't know who you are, but when you put innocent people in danger it makes it our business." Scott stared down his enemy.

"You're awfully annoying for a guy who's about to be mashed into paste." The villain laughed.

Rhino ripped streetlight from the ground with an effortless flare, and threw it at the two mutants, but Jean focused her powers on the light in time to stop it from hitting them. She relaxed for a moment as if breathing a sigh of relief, but the villain had only used the first attack as a distraction and was now bounding towards them with surprising speed for an enemy of his size. Her boyfriend shot a blast at the armored villain, but if it caused him any pain the beastly man ignored it.

Cyclops dove to the side, but due to the sheer vastness of the enemy he was unable to move fast enough. Fearing for his life, Jean pulled him into the air and out of the enemy's reach, confusing their opponent for a second or two. The Rhino was unable to stop his charge and instead crashed headfirst in the X-Van, pushing over the armored vehicle with a single stroke. He struggled for a moment to remove his horn from the side of the van, tossing it at them once he was free. Scott countered with another blast from his visor to shift the path of the vehicle away from them, but seeing that it was about to crush an arriving police car prompted his girlfriend to stop it with her telekinetic abilities.

"I see you guys got some powers too… Maybe this won't be so boring after all." The gargantuan villain scoffed.

"What are you anyway, some kind of mutant?" Jean asked as she set her boyfriend down several meters away.

Rhino ignored the comment with oblivious indifference. "Enough talking, now you both die!" he screamed boisterously.

Cyclops focused a much stronger blast than before at the much larger man, this time managing to do some damage. The heavyweight villain fell backwards with a crash as he landed on top of fire hydrant, the gushing water scattering against his mighty form as he shrugged off the attack. He took a defensive stance as he braced himself for the attack as several subsequent blasts bounced off of his arm and torso, a look of pure rage reaching his eyes as he felt stabs of pain through his supposedly impenetrable hide.

The villain charged again, but was repelled from harming Scott by a telekinetic blast produced by the woman floating above the battlefield. Although not the brightest bulb in the box, the Rhino quickly grew annoyed with her interference and changed tactics. Cyclops shot more blast at his enemy's back as the beastly man turned to engage Jean, but was forced to dive sideways to avoid a car door that had been thrown at his head. Once he was clear, the armored giant began lobbing handfuls of broken asphalt, metal tubes and other debris at the psychic. While she managed to halt most of them, the Rhino leapt into the air under the cover of his manufactured barrage in an attempt to swat her out of the sky like a bug.

She was too late to repel him, but before he could strike, she was seized in midair and taken to safety. The redhead looked up at her savior as they landed safely on a nearby rooftop, quickly noting his masked red and blue outfit and some strange type of rope-like material coming from his hand. Although initially bemused by his strange appearance, Jean seemed to shrug it off seeing how much she had seen of super powered individuals. She remembered seeing a photo of this man in the newspaper awhile back, although the name escaped her for the moment.

"Not that I'm not grateful that you saved me, but who are you?" Jean asked quickly.

"The name's Spider-Man… I'm a little surprised you don't know, but then again I've never seen you guys before either." The web-slinger replied with a small nod.

Rhino ignored his previous prey for the moment, his beady eyes focusing only on the masked hero. "Wall-crawler!" the villain bellowed, his word echoing loudly into the distance for a few seconds.

"I take it you know that guy?" Jean glanced sideways from the villain below to the man who saved her life.

"I would explain more if we weren't about to be smashed, seeing how that is a more pressing issue right now." Spider-Man pointed his thumb at the monstrous criminal. "Thanks for holding him here, but heroes or not I recommend that you and your friend leave the living bulldozer to me. This isn't the kind of fight for amateurs."

The web-slinger shot a web blast and took to the air, swinging lower to entice the villain into attacking him. Jean ignored his warning and headed back towards the fight in time to see her boyfriend blast the large villain into an electric fence surrounding a construction zone. The Rhino recoiled only slight as he entered the area beyond and seized one of the steep rods, but his opponents dodged and weaved around his slower attacks, the telekinetic mutant using her powers to slow his strikes and Scott peppered him with more blasts.

"Do you know how to stop this tank?" Cyclops addressed their new ally with a slightly puzzled expression.

Spider-Man looked down at being addressed by the newcomer to his city, but didn't have a direct answer seeing how very few things could penetrate the villain hide. As the two mutants bored into him, the masked hero silently wished he could give them a better answer, but a quick glance around brought an idea to his mind as he caught sight of the construction equipment positioned near the unfinished building.

"Can your power's break through steel?" the wall-crawler asked.

Scott Summers nodded. "If focused properly… Why?"

Although they were busy avoiding the Rhino's strikes, he pointed towards the large construction vehicles, receiving a quick nod from the male mutant as if he had understood immediately. Jean looked on and guessed, but a small use of her telepathy quickly confirmed her suspicions.

"Just wait for my signal, I'll run interference." Spider-Man answered quickly.

Swinging forward on his webbing, the masked hero weaved around the Rhino's attacks, his spider sense giving him the awareness he needed to dodge flawlessly. Jean repelled some of the debris using her own powers, but the villain now seemed intent on smashing his arch foe and was thus too busy to care. Using his enhanced strength, Spider-Man wrapped a blast of webbing around one of the flying chunks of concrete, throwing it into the larger villain's face. Rhino shattered it with a barehanded punch, but the clever hero latched into the top of a crane and swung into the air, using the opening created to kick the enemy from behind.

The armored villain stumbled forwards slightly and fell onto his stomach, and although seemingly unharmed for the moment, the battle was decided. "Now!" Spider-Man shouted over his shoulder.

Cyclops raised a hand to his visor and shot a blast at the chain above the Rhino's head, releasing the wrecking ball from its hold and sending the heavy sphere crashing down upon the enemy's head as he attempted to stand back up. The heavy object created a loud cracking noise as it smashed into the villain's skull, the strike that would have killed any normal human grounding him instantly. The heavyweight fighter hit the ground with a thud as the wrecking ball landed beside him, the sheer force of the object rendering him unconscious. Spider-Man landed a few paces in front of the two mutants as they watched to make sure the enemy was knocked out before speaking amongst themselves.

The arachnid hero turned to face the others. "You guys were pretty good, and I take back the amateur comment from earlier." He added hastily.

"Who or what are you?" Cyclops took a step towards the masked hero.

Spider-Man turned swung into air, positioning himself on a steel girder above their heads as police siren blazed in the distance, his mask hiding his jeering expression. "That's a question better left unanswered, although I wouldn't mind working with you two again if something comes up."

Once the web-slinger had left, Scott turned to face his girlfriend, scratching the back of his head with a gloved hand. "He's certainly a strange one, but I guess that's not really much coming from someone who's a mutant."

"I think I may have heard of him awhile back, but maybe we should follow his example and leave so the police can handle the cleanup." Jean replied sagely.

Cyclops seemed to nod in agreement. "All right… I think we've already caused enough of a commotion in this city without even beginning the investigation into Magneto's activities."

"Tell me about it…" she added sarcastically. The telekinetic mutant seized her boyfriend by the wrist and they took to the air, disappearing behind into an alleyway a few blocks away.

Several Hours Later

Several miles away in an underground hideout, an elderly man sat behind his desk in the middle of his office. He wore a gray suit and tie, and walked with a slight limp as a result of his advanced age, but nothing would stop one of the most fearsome crime bosses that ever lived. Due to the nature of the room there were no windows around, but at the very least he was safe from prying eyes. His was Silvio Manfretti, known and once feared throughout the criminal underworld as one of the most powerful crime lords in the world. With time had come age, and now he was a mere shadow of his former self.

After a moment of remembering the glory days of his youth, Silvermane stood up to address the knock on his door. With considerable effort and seized his walking stick and unlocked the door, revealing the presence of a strange man. The newcomer was over six feet tall with a muscular human torso and arms. His hair was short and combed nightly and his eyes were a strange yellow tint, but most peculiar were his muscular humanesque robotic legs the strange flesh-colored protrusions coming from his shoulders.

"What do you want, Smythe?" the elderly man questioned, his eyes flashing dangerously. "You know I am not long for this world, so unless you have finished working on the equipment I requested, then begone!"

Alistair Smythe was a former employee of the Kingpin, but after being declared useless by his former employer and removed under threat of death, he found himself working for yet another crime lord. While he had once been human, the formerly crippled man had always had a talent for creating advanced robotics technology. This combined with his hatred of Spider-Man caused him to do experiments on his own body, turning him into a cyborg and giving him the ability to walk again, although his conditions did have drawbacks.

The scientist bowed his head in respect to his employer. "My apologies sir, but you have a guest from the HYDRA organization. I think it would be wise to hear what they have to say rather than ignore the request." He explained in a deep mechanical-sounding voice.

Silvermane looked slightly surprised to hear that the organization his mafia had partnered with so many times had contacted him, but nevertheless was intrigued. "Send them in…" he replied.

Smythe stepped aside to reveal the man wearing the green and yellow uniform of the HYDRA organization. He seemed to be little more than a field agent for the spy network, causing a sense of outrage to fill to the old man's chest. To think that they thought so little of him to send a low ranking grunt as their contact was certainly an insult to the Manfretti name. The man stepped forward and addressed him before the old mafia boss could voice his displeasure.

"I am agent number 107 of HYDRA… I was sent here by Baron Strucker himself to deliver a message." The green-clad agent handed Silvermane a sealed envelope.

He left as soon as the document had changed hands, two of the crime boss's guard followed after him. Silvermane removed a series of papers and began reading them, his elderly eyes coming to life for a moment as if he had read something of great value in the pages. Once the door was closed, the cyborg standing I front of his desk decided to voice his own concerns and thoughts. The half-robot man turned to face his superior with a dismal expression, eliciting a small glare from the elderly man.

"It was most certainly strange how quickly he left." Smythe replied cautiously.

Silvermane shrugged off his comment. "That one was merely a messenger sent to make a delivery to me. He had no reason to remain."

Alistair raised an eyebrow in concern. "I see… Still you seem to have seen something interesting in those documents. May I be so bold as to ask what exactly they have offered you, and why?"

"Let me just say this to you, Smythe…" A truly sinister smile lit the old man's features, making his weathered visage glow with life for the first time in a while. "Should this deal prove to my advantage, I will have everything that I ever wanted in these past forty years!"

Note to Readers: Well now we've got Magneto, the Kingpin, HYDRA, and the Maggia involved in this story as villains… I must really like to make things hard or the good guys. It took me a while to update because I've been busy with college exams and whatnot, but here it is. I hope anyone who read it enjoyed this chapter considering how much work I put into it. Sorry if there are any errors in Spelling or Grammar, but it was late when I wrote most of it.

Please REVIEW, it's been awhile since I've written and I am in need of some good critiques, opinions, or suggestions for the story.


	12. Chapter 12

**Chapter 12: Crime Scene Manhattan**

Disclaimer: I do not own any Marvel Characters or logos.

X-23 attempted to relax as she remained seated on a bench, silently watching the institute's students go through their basic training. Today's obstacle course was just as easy to her as the previous day's session, so after effortlessly completing the run in an act of perfect demonstration she was allowed to supervise the others and critique their performances. Needless to say not a single one of them had managed to impress her so far, as their attempts were half-hearted, lazy, and even sloppy for the most part. Still, due to her level of experience she was much more skilled then any of the others, a fact that set her apart from even other mutants.

The former assassin tugged at her casual clothing with a restless expression, the lightly colored shirt and tight jeans at a stark contrast to what she normally wore. She was used to dressing in dark colors while on missions, although when HYDRA taught her how to blend in with normal people she was given normal clothing to wear. A rustling in the bushes caught her off guard, but a quick whiff of the surrounding air told her that it was only a squirrel, and she did not bother to turn her head. Having enhanced senses and agility gave her an advantage against almost any type of opponent, and throughout her career there were a number of times when she needed it.

She continued watching the daily proceedings for several minutes until someone came over to speak with her. Raising her head, she noticed a familiar figure heading in her direction, although she did her best to appear uninterested in his approach. Wolverine dropped onto the opposite side of the bench with a gruff expression, although having spent a lot of time with him the past few days she noted how relatively carefree he was compared to before. The older mutant had the blades on his left hand sticking through an apple. She merely stared for a moment as he used his opposite hand to pry the fruit loose from his retreating claw, sinking his teeth into it seconds later.

Loosing interest in the snack, Logan gave it a gentle toss before facing the girl beside him. "So, I take it you've been doing pretty well for yourself." He murmured casually.

"I am thankful for Professor Xavier's hospitality." She spared a glance at the students in the yard before returning his gesture. "In all honesty I find these training sessions pitiful. I was able to finish the daily regimen much faster than the others and there seems to be little else for me to do now that I have met the daily objective…"

Her male counterpart looked sideways at her as though he were seeing a kindred spirit. "Kid, I know how you feel. I've been telling Charles for years now that his expectations for the students is too low, although he seems to be happy with the way things are around here." When she did not respond, the man leaned forward and folded his hands. "All things considered, I didn't figure that someone like you would find basic training difficult."

The young mutant's glum expression intensified as memories of her childhood came flooding back, and for a moment she felt the familiar emotions return… the pain and sorrow that she had endured for many long years in captivity. From a very early age, HYDRA forced her to train relentless for days like an animal at the circus, forcing her to perform incredible feats while punishing her if she failed to complete the session in the designated amount of time. Her mind flashed again as more memories returned to her, many even more painful than the previous one. Growing up, they had performed countless tests on her body, some things so horrific that they would probably have made Doctor Frankenstein cringe in fear.

Worst of all was the day that they ripped her body and treated her bones with adamantium solution, turning her into the weapon they had always wanted as she sat and watched. The doctors and scientists who operated on her had not bothered to use any type of anesthetic on her before beginning the procedure, meaning that she had felt every single bit of pain as they opened her body, the advance healing factor she had inherited from Wolverine being the only thing that had saved her from dying on the spot. If the previous tortures she had endured at the hands of her creators had not made her tolerant to the pain, she may have lost her sanity.

Thinking about these terrifying events shook her soul, yet not a single tear formed in her eyes. It wasn't as though the memories didn't cause her pain, but the experiences had made her callous, like an animal that had retreated into its shell. They had also taught her to let go of cumbersome emotions, and although the practice allowed her to cope more easily, the process of breeding out all feelings had been the cause of her treachery to begin with. The volatile nature she often displayed towards others was a result of this, her mental conditioning having created explosive anger instead of the lack of emotion her creator's had been working to induce. She let out a small scowl as her mind returned to the present, her eyes settling into her lap as the thoughts of her past lingered once more.

Wolverine placed a hand on her shoulder, eliciting an angry growl from the feral girl. "Sheesh, and they say I'm always in a bad mood." He mumbled irritably.

She looked up and hesitated for a moment as if to apologize for her earlier response, but chose not to say it. Instead she turned her head and tried to ignore his presence, but her attempt failed miserably as he did not seem keen on continuing this game. The older mutant gave her a gentle shake to get her attention, bearing down on her with a critical gaze as their eyes met. He wasn't usually the type of person to force a conversation, quite the opposite, but at the moment he had been told to give her some news.

The man scratched his back with one hand, giving his head a small shake. "I was told to come and find you by Charles. He wanted me to tell you to meet him in his office so that you guys could discuss the arrangements we mentioned earlier."

"As we agreed, I have no obligation to any of you during my stay in this mutant school." X-23 replied.

He sighed wearily as if he had been expecting her to react this way, but merely shifted her comment aside without complaint. "The least you can do is hear him out, considering how hard he's been working lately to help you."

"To make things clear, I never asked for his help to begin with, nor did I ever ask you for yours." X-23 answered flatly.

Wolverine shook his head with a neutral expression. "Fine then, just do whatever you want. I'm only saying that Charles spent all night and most of the morning on the phone making arrangements for you. He wants you to be comfortable while you're here, and this ain't exactly the best way to thank him."

She glanced at her male counterpart for a moment, carefully observing his expression for a sign of lying. Of course she had no reason to mistrust him, but considering everything she had been through over the last few years of her life, it never hurt to be cautious in her case. The volatile girl let out a small sigh as she stood up from the bench, keeping her back facing Wolverine as she proceeded towards the mansion. After taking a few steps, she stopped, keeping her gaze fixated away from the man behind her. Her eyes moved scanned the ground as she pondered the recent exchange between them.

"I didn't know that a man like you was even capable of acting so sentimental." She added with certain briskness to her voice.

The older mutant's expression seemed to harden is only slightly as he dismissed her. "Just go…" he added in a similar tone.

X-23 marched away towards the institute building, having memorized most of the layout after the previous night, combined with her infiltration of the manor several months ago. Once through the back door, she knew where the professor's office was and quickly made her way through the regal halls. Her ears naturally searching for signs of other life due to her inbred paranoia and enhanced senses of perception. A few people walked past her as she navigated the corridors, but she resisted the urge to hide from their eyes and continued onwards without even sparing a glance. She heard some of the younger students who had hung back from joining the training session talking about her as she passed, but such trivial matters didn't bother her.

After a minute of steady procession, the Weapon X mutant found herself standing outside of the door leading to professor's office. She reached out to grab the handle, but the door opened by itself as another person stepped through it. Storm looked slightly taken aback as she locked eyes with the irate child outside of the office, but recovered quickly. The dark-skinned woman gave her a pleasant expression that her newest teammate did not return, before pushing the door open all the way and gesturing inwards.

"After you…" Ororo added kindly.

The young mutant merely swept past her without so much as a single glance as she stepped into the telepath's office. Storm slipped out behind her and closed the door to give them some privacy, although the indifferent and sometimes hostile behavior displayed by their new recruit had her wondering whether or not offering her a chance to join the X-Men had been the best idea. Anyone who knew of her past would understand, but that didn't change the fact that she was lonely, impossible to talk too, and at times unpleasant. The weather witch sat and considered these sentiments for a moment before turning into her own room.

"Please have a seat…" the professor welcomed the young mutant into his office, ushering her into the chair in front of his desk. He sat back with a calm expression, placing a fist to his mouth as he cleared his throat. "Now then, I'm certain by now that you were wondering why I called you here."

X-23 shifted slightly in here seat, her cold expression becoming less pronounced. "Logan told me that you wanted to talk to me, although he did not specify why." She replied almost mechanically.

The bald telepath's expression did not change, although those who knew him best might have seen a glimmer of cheer behind his usual expression. "Truthfully speaking, I wanted to give you the details in person, considering that you were so kind as to accept our invitation to join us here at the institute."

"He mentioned something about you making some kind of arrangements concerning this subject…" she replied tactfully.

Professor Xavier closed his eyes for a moment before giving her an answer, his eyebrows knitting together briefly as he contemplated how to present the information. "That is a more simplistic way to phrase things, although the process by which we have chosen to hide you is more complicated as you have no doubt anticipated."

She leaned forward slightly with anticipation. "I was told that you spent the greater part of the last twelve hours working on this dilemma, so explain to me exactly what you have done." The young mutant spoke in a commanding yet respectful tone.

"Although it seems that we may face troubles in the future, nevertheless I believed it was wise to hide your previous identity." He began slowly. The telepath reached into his desk draw, taking out a set of documents he had forged the previous night. "Using my various connections I was able to create an identity for you to use in the case you ever need to leave the premises, and also for official purposes."

Without waiting for him to give the word, she took the papers from his desktop and looked at them, noting the realism of the forged identification. Everything was present, including a birth certificate and several other official-looking documents. After several minutes of inspecting them for errors or sign of fraud, she placed the papers back on his desk and seemed to relax a bit more. Her tension became less noticeable then before, but the strain on her shoulders did not lessen. She wasn't sure if she liked every aspect of what the files had taught her, but for the most part it didn't seem to make a much of a difference to someone like her. The man sitting across the desk placed the papers into a compartment and locked the draw with a small key, his own expression lightening as he prepared to address her again.

"As you can probably guess, this new identification may work as a form of protection, and may also grant you some freedom that you did not have before." The Professor explained. "I will not make any presumptions, only give you the choice to reach out and take this new chance if that is what you so desire."

She let out a small sigh as if his words annoyed her, but in reality she was unsure how to feel towards this new development. "I do not see how it will make a difference to me, but I will commend your efforts to improve my well-being." She replied in an empty drawl. "If you have nothing more to say, then I will head back to my room."

Charles Xavier gave her a small nod. "You may do as you wish, but there is one more thing that I wish to discuss before you head off."

The girl stopped herself mid way and sat back down with a slightly irritated look, although if her host took any offense he didn't show. The professor took a moment to pull a few more documents from his desk before speaking again. This time he personally handed her the sheets in anticipation of her previous reaction.

"Now then, seeing how skilled you already are, I was beginning to think that there is little more we can teach you by subjecting you to the same basic training as the other students. Therefore I am offering you a chance to join our more experienced students in the field. Taking note of your past experiences, I feel that it would be more appropriate for a mutant of your talents." He explained to her.

X-23 read the paperwork in her hands carefully before something else caught her attention. "I will consider your terms, but according to this document there is still one class that you wish for me to attend."

The Professor nodded again. "While I acknowledge your talents, I did schedule occasional sessions in the Danger Room in the case that you choose to attend. None of us will force you to participate if you choose not to, but I felt it would be good to offer you the chance to learn some teamwork skills, and how to coordinate your abilities to best serve the group if the need arises."

"I will consider it…" she answered coolly. The young mutant placed her papers back on his desk before standing back up and heading for the door.

"One more thing before you leave…" he called out to her, causing the girl to turn her head. He sat back, gently folding his hands in his lap. "I do not know if you were ever given a name aside from the experiment number given to you by HYDRA, but for your own safety you will be known Laura Kinney from this day forward and Talon during missions. I hope that you do not have any complaints about these aliases."

"I… …" The female mutant hesitated for a moment as if someone has suddenly punched her in the stomach, but her face did not betray her. "I do not…" she answered in a controlled tone.

She swept from the room a few moments later, disappearing from view as the doors closed behind her. The professor said nothing to stop her from leaving and seemed to relax when she was gone, looking mildly bewildered by the recent conversation. He was pleasantly surprised that she hadn't voiced any protest to ay of his proposals, although he still wondered if she really wanted anything that they had offered her. Shifting the thoughts aside, he wheeled out from behind his desk and decided to return to his personal chambers and get some rest, having spent the greater part of the last day working on these preparations.

As he rolled along, the professor remembered his visions of the future that he had seen in the mind of Apocalypse, a few of which included X-23 as a member of the core team. He believed wholeheartedly that these visions were the truth, or at least a possibility of what the future could hold for mutant kind. Whatever the case, he believed that their newest recruit would eventually realize that she was more than a human weapon, but rather a part of this family. After all she was genetically Logan's daughter, although he would never presume to say something like that in front of either of them for fear of their reactions.

Even though Laura had been given a name, he wondered if it was possible to reverse the damage that her childhood experiences had done. Perhaps it would be difficult, but in time he hoped that she would eventually come to see the other students and staff as not only teammates, but family as well. Bearing these thoughts in mind, the bald telepath slide through the doors and into the hall, silently preparing for what was sure to come. He proceeded towards his room, but before he could enter, Wolverine stepped out from behind one of the mansion's decorative pillars.

"So, how did it go?" Logan asked with a serious expression, a sense of nervousness lingering in his flat tone.

Charles Xavier stopped his wheelchair's movement, using his powers to make certain that no one else was close by before answering. "I do believe that things turned out rather well, considering that she proved rather cooperative for the most part. I am not sure why she remains here, but I do not believe that it is because she actually wants to be a member of this team."

"I wouldn't assume she liked the name you picked out either." The feral mutant replied.

"She did not raise any complaints and seemed cooperative for the most part." The bald man relaxed his shoulders and paused for a minute before looking at his old friend with a shadow of a smile. "I was no rude enough to pry to learn as to why she chose to remain here, but my personal opinion is that X-23 desires companionship after seeing how ordinary people live."

Wolverine inclined his head slightly in thought as he leaned against the corridor wall, his arms folding in front of his chest. "I remember when those people at SHIELD first told me about the kid. She had been denied companionship her entire life, even though she observed ordinary families while working undercover. It's bad enough she was used like a weapon, but the entire time she knew how ordinary kids lived. Like rubbing salt into a wound, huh Charles?"

"Indeed…" the telepath replied solemnly. He paused again as though trying to find the right words. "On that same note, I believe that the girl has grown fond of you without even understanding why?"

Logan raised an eyebrow with an apprehensive look, but his expression softened a few seconds later. "I'm probably the first person who ever treated her like a human being, and probably the closest thing she has to family…"

The Professor rolled past him and placed a hand on the handle of his door. "It's good to know that you understand her situation so well. For that reason if nothing else, I would like you to keep an eye on her. Normally I would not ask such a favor for a new student, but truthfully speaking you are the only person in this mansion who can possibly understand X-23."

"That's my intention." Wolverine answered as he watched the crippled man's form disappear through the door.

In New York

With the X-Van totaled by the Rhino's rampage, Scott and Jean had spent the night in a random hotel, and had to employ the services of a taxi to reach their destination. It would have been easier if mutants were not so reviled by a large percentage of the general populace, considering that they could have used her telekinetic abilities to levitate, but at the moment they were still trying to lay low from prying eyes. Of course any cover they had might have been compromised, but this fact had been confirmed on the cover of the city's largest newspaper.

Jean looked slightly affronted by this bit of information as they journeyed on foot through the streets of Manhattan, her eyes scanning the front page of the Daily Bugle. "Can you believe this?" she cried loudly, shoving the periodical under her boyfriend's nose.

He straightened his ruby-quartz glasses, using his free hand to take the paper from her. He took a moment to read the headline on the front page, but the thing that shocked him the most was a picture of the masked hero they had encountered the previous day. Although clearly not at the center of the picture, the shot had also captured them in the background. Both mutants looked surprised by this development, considering that they did not remember seeing anyone around during that battle with Rhino that could have taken the picture. Closer inspection revealed the photographer's name, Peter Parker, below the photograph, although the name meant nothing to them.

"We came here on a secret mission and ended up on the front page of one of America's most widely read newspapers." The redhead stated bluntly. "I can't imagine this is a good thing."

"I guess we should be grateful that the person who took this didn't catch a good shot of us and was more focused on the spider dude, but I would have preferred if we hadn't gotten caught on film to begin with." Scott replied.

The psychic took the paper from him again, and spent a minute or so skimming the article. "Some of the eyewitness accounts are also in here, meaning that it doesn't make much a of a difference whether or not the photographer captured us."

They continued to discuss this new problem for several minutes until they reached the location specified on the paper given to them by Professor Xavier. In a matter of minutes the couple found themselves stand outside an apartment in one of Manhattan's wealthier neighborhoods. Cyclops reached out, but found his hand hesitating slightly as he prepared to knock on the door, but Jean seemed less patient and rung the doorbell to the right of the entry. Both of them tensed up as they waited for an answer, as they weren't entire sure if the person they were searching for was even home, but after a moment of waiting they could hear frenzied movements from the room beyond.

The door swung back to reveal a blonde-haired man wearing a gray trench coat over his body. He had light-colored hair and a kind expression, although the large jacket made him seem slightly intimidating at first glance. The man immediately recognized his visitors, but he had actually expected them to arrive the day before from what the professor had told him on the phone. After what some people would see as an awkward staring contest, Angel stepped to the side and forced a smile, attempting to greet his guests in spite of their sudden and partially unexpected visit.

"What kept you?" he questioned while ushering them inside, casting them a genuine smile as they entered his abode.

Scott and Jean both entered his home without argument, the two mutants taking a moment to admire their surroundings as he closed the door behind them. The living room was large and spacious with a large fireplace and several pieces of furniture scattered around, a bookshelf filled to the brim with volumes resting against the opposite wall. An authentic oriental rub cover the center of the floor, and an intricate lamp sat upon the mahogany coffee table. In many ways it reminded them of the professor's study back at the Xavier Institute, although from the look of the room it was clear that their host was also reasonably wealthy.

The owner sat down on a large comfy-looking armchair in the corner of the room, using the remote control to switch off his television. "Feel free to make yourselves at home." He gestured towards the adjacent couch.

His guests exchanged looks before staking a seat on the sofa, both of them noticing the real leather upholstery. "We apologize for showing up like this, but Professor Xavier has some concerns about the recent events in this area, and we were hoping that you could help us." The red-haired telepath explained carefully.

"I wasn't really doing anything when you guys came in, so there's no problem there. I was actually the person who told the professor about that sighting of Magneto after reading the story in the paper a few nights ago." Warren explained with a benevolent expression. "I don't have any prior obligations, so I'll do whatever I can to help you guys out today."

"We're both very grateful for the assistance." Jean replied.

Angel dismissed this comment. "It's really no problem for me… To be completely honest I was half expecting you guys to show up at some point after seeing your pictures in this morning's edition of the Daily Bugle."

Scott scratched the back of his head with an awkward expression. "Oh, that… We didn't really expect to be photographed. Even though it's only in the background of the picture, we still ended up on the front page after working so hard to avoid blowing our cover."

"There's a lot of strange things going on in this city, but we'll get to that later." Their host stood up from his seat. "I'll go and fetch some documents I have that might shed some light on your questions. While I'm gone, would either of you like anything from the kitchen, maybe something to eat or a drink?"

"We had a big lunch, so I'm good for now." Cyclops replied with a wave of his hand. "What about you?" he asked the girl sitting beside him.

Jean shook her head in response to the question. "No thanks… I wouldn't want to intrude, and we do have some more important things to worry about right now." She responded with a friendly expression.

Their host left the room to fetch the things he was looking for, although he took a little bit longer than they had expected. After several minutes of silence, Warren returned with a laptop under him arm and a platter on the other, making certain to place the computer down first before setting the tray of food on the opposite end of his coffee table. The dishes appeared to be made of real china, and were carefully etched with beautiful patterns that were likely painted and treated by hand. The presentation looked rather impressive as their host poured them cups of freshly brewed tea, setting the filled cups down on a pair of saucers he had placed in front of them. The winged mutant removed his jacket now that they were alone in his home, keeping his wing muscles tight so that the span did not take up too much room.

"Thanks for the tea, but you didn't have to." The female telepath replied.

Angel sat back down in the opposite chair, taking a small sip of his own tea as he set the cup down on his side table. "The kettle was already on the stove before you came, so it wasn't an inconvenience." He assured her.

"We're grateful for your hospitality." Cyclops drank the tea in his own cup out of courtesy before addressing the issues at hand. He set the cup back down and folded his hands, leaning forward slightly in anticipation. "Now then, we had some questions about strange things that have been going on, and we think that you can help us out."

"If you're referring to the incident with Magneto, I really can't tell you anymore than what they printed in the newspaper. There were some testimonials from the security guards on duty at the museum, but only one artifact was found missing, and it wasn't even one of the more valuable ones in the collection." He explained carefully. "The only major giveaway were the large metal orbs flying away from the scene, and there's only one person I can think of whose powers would be capable of that."

Jean set her cup down with a levelheaded demeanor. "It's obvious that Magneto was up to something, but until we investigate more thoroughly there really is very little we can do about it in any capacity."

"If my company is welcome, I will accompany you on this investigation, but didn't you mention other questions about this city you want to ask me." Warren added.

They fell silent again, exchanging glances as if they were in the middle of contemplating their next course of action. More recent events had caught their attention, and they were in need of information. Although they trusted him, he wasn't really an official member of the team, but the fact that he had fought alongside them multiple times was enough for them to think of him as such. After a brief metal conversation between the pair of X-Men, they decided to share with him what had happened during their rescue mission in the woods. Although they knew very little right now, perhaps their associate could fill in the blanks.

The red-haired psychic placed her hands in her lap before speaking. "I think it might be a good idea for us to give you the whole story before we start asking questions. This way we can reduce misunderstandings that might occur later on." She began.

"I'll listen if that's what you need." Warren merely nodded his agreement, looking slightly concerned by her words.

"It's an interesting story, but I'd say it's probably a good idea if we start from the beginning." Cyclops took a breath and settled into a more relaxed position before speaking again. "It really all started when Wolverine went out to recruit a mutant for the institute, but the girl we were looking for was an experiment made by the illegal spy network, HYDRA."

Angel wore a pensive look as he considered them. He wracked his mind for familiarity with the organization they mentioned, although he still wasn't certain. "I'm sorry, but I can't say I've ever heard of these people." He replied disappointedly.

"That's unfortunate, but a lot has happened recently, and we figured there might be something you know that we don't considering you live in this city." Scott shook his head. "HYDRA may have been the main cause of our troubles, but the people they hired proved formidable as well."

Jean Grey continued the story. "According to Wolverine, a scientist with mechanical arms shooting out of his back led an army of robotic drones to capture the mutant we were searching for. The battle ended with both of them being confined to an underground base where the leader of the HYDRA organization was planning on claiming her former experiment. Our team found them using the professor's telepathic link as a guideline and managed to save the others, fighting through an army of cybernetic robots."

A look of recognition flashed across Angel's face as he considered their story. "Did you manage to learn anything more about Wolverine's captors, such as names or maybe aliases?"

"The scientist with the mechanical limbs told Logan that his name was Otto Octavius, and the Supreme Hydra was only referred to as Madame Hydra. The man who hired the scientist and seemed to be in charge of the underground base was a large individual wearing a suit." Scott remembered the man who had attacked him from behind painfully.

"We learned that he calls himself the Kingpin…" his girlfriend added helpfully.

Although he had taken some information out of the story, Warren looked as though someone had doused him with freezing water as he heard her mention this last detail. His reaction did not go unnoticed by the others, even though the look on his face only made them wonder whether or not they really wanted to know more. Their host recovered after a moment or two, having been shocked that they had met one of the most legendary criminals in the country, let along of the three large cities that comprised New York City itself. Angel reached over and took a sip of his tea before speaking again, feeling slightly discomforted by the looks of curiosity he had prompted with his own reaction.

Cyclops cracked his knuckles to relieve the tension in his fingers. "I take it that you know some of those people we mentioned?" he questioned hopefully.

Warren snapped open his laptop, having started the computer while they were telling him what happened. He slid his finger around and pushed a few times on the touch pad, quickly bringing up some files he had archived on his computer for such an occasion. His guests watched carefully as he pressed a button, bringing up a picture of the scientist Cyclops had met during his visit to the underground lab. The man in the picture wore a grim expression along with his sunglasses and was holding up a plate with numbers in his mug shot, but despite the absence of his metal arms it was clearly the same man.

"That's the man!" Cyclops leaned forward to see the screen as his host turned to screen in his direction.

"Doctor Otto Octavius, one of the city's most wanted criminals. He uses his desire to further his science as an excuse for committing felonies." Warren replied with a glum expression. He looked up and noticed the look of surprise on their faces, but quickly decided to explain. "I've been fighting crime openly ever since Magneto revealed the existence of mutants, and because of that I've archived information and pictures on just about every major criminal in this city, particularly the crazy costumed guys."

"After seeing you earlier expression, I'm more concerned about the other man Scott mentioned earlier." The red-haired telepath mused.

Angel shook his head dismally. "Unfortunately I'm not entirely sure about the man you were talking about. They say that the Kingpin is the cause of most of New York's crime as well as several crimes happening around the world, although the police don't buy it completely. The idea of one man with that much power going virtually undetected seems like more of a story than anything else to law enforcement."

"So you're saying that this man had avoided being discovered by the authorities?" Scott questioned.

"Precisely… Those of us who fight crime in this city of our own accord have reason to believe otherwise, even if the police remain blind to the truth." his host replied.

Jean looked positively disgusted by the thought. "Surely someone knows who this evil man really is."

Her comment caused Angel to pause in thought. "Yes and no… There are a lot of rumors of who the big man really is, but word on the streets is that some of the city's heroes might know the truth even though no one's shared the information with me before."

"Speaking of which, you probably read in the paper that we helped a guy named Spider-Man stop a villain yesterday. Do you have any idea who he is?" Cyclops asked.

"There are a lot of crime-fighters in this city, and being one of them I have worked with some of them from time to time. Even so we all wear masks to conceal our identities from enemies. I've helped the web-slinger in the past, but I don't really know who or what he really is." The blonde-haired man explained. "The Kingpin supposedly considers Spider-Man to be one of the greatest threats to his operations. The rumor is that they have fought in person."

Scott looked slightly discomforted. "Our team saw the Kingpin's face when we rescued Wolverine from his lab in the woods, although the entire facility self-destructed shortly after the big guy made his escape with Madame Hydra."

The female mutant clutched his hand with surprising force, but her gaze moved towards their host instead. "You don't think he'll attempt to get rid of us now, do you?"

"No…" Warren replied casually, his eyes betraying little sign of worry. "The Kingpin's identity is virtually nonexistent to most of the public, and even police who know about his existence have never been able to gather sufficient enough evidence to find him, let alone convict him of any crimes. Silencing a few people is beneath someone who doesn't even leave a trail behind for the law to follow, so I don't think you have any reason to panic."

"Do you have any idea who he is?" Jean beckoned him. "I'm sure Scott would recognize him on sight."

Angel placed his laptop back on the table and opened another file, revealing a virtual printout of newspaper clipping of the same man that the X-Men had fought previously. Beside him was a significantly smaller man with similar features; only the ordinary-sized individual wore a blue suit and a full head of brown hair.

The winged mutant pointed at the larger man with a pondering expression. "The rumors are that the Kingpin is really the famous businessman, Wilson Fisk. Although people always talked, others became suspicious when his son, Richard Fisk, was sent to prison for stealing secret information from the government. When asked whether or not he had any accomplices the younger Fisk denied the claim, but it was public knowledge that he was working for his father when they put him behind bars."

Cyclops took one look at the photograph and nodded. "That's definitely the man I saw… Looks like this Wilson Fisk in the Kingpin."

"To think that a man would use his own son and then sever all connections to prevent himself from facing justice." His girlfriend added defiantly.

"I'm glad I could clear some things up, but even if Wilson Fisk knows something about these HYDRA people you were asking about, there's really no way for you to find out." Angel replied with a look of regret.

Jean let out a pronounced sigh as the path they had just found crumbled away. "I guess there's no way we could if there's no solid proof of his identity. The only way we could use this lead is if we went the Kingpin, but I don' think that attacking one of Manhattan's businessmen would be legal."

"They would probably see us as the criminals if we went after him. Right now that's really not an option." Warren voiced his agreement.

The group fell silent as they considered the problems they now faced, and the enemies that they had made. If getting involved with HYDRA were not bad enough, their old nemesis was still at large, and honestly enough they still knew very little about the Kingpin's activities. At the very least they could probably ignore some of the latter problems, but they doubted that any of the issues surrounding X-23 and Magneto would just disappear overnight. Professor Xavier and Wolverine seemed concerned during their last conversation, and right now the last thing that they needed was to make an enemy of the villains in New York too.

"All things considered we should probably focus on investigating Magneto's activities right now." Scott Summers replied. "At the very least, we can still relay any information we find to Professor Xavier, and maybe find out what exactly he's up too. If anyone could figure out what's going on, it's probably him."

Angel stood up from his chair and retrieved his coat from the hook where he had left it. "You have my support too. I'll point you guys in the right direction and we can work from there."

Jean Grey gave him a look of embarrassment. "I hope we don't mind if we use your car, considering that the Rhino guy totaled the X-Van yesterday."

"That won't be too much of a problem for me" Their host reached into the pocket of his jacket, withdrawing a set of keys moments later. He gave the ring a quick jingle and a gentle toss before putting them away and heading to the door of his apartment. "Let's go…" he ushered them out, locking the door behind them as he lead the way.

Meanwhile

Herbert Landon sat by his computer terminal, typing viciously as he explored the contents of the drive given to them by Madame Hydra. He was noticeably excited by what the files held as he marveled at the readouts they contained. With a few keystrokes, the blueprints for the equipment that the government had used during Project Rebirth appeared on the screen. True to her words, it did not seem as though HYDRA had known the details of the super soldier formula, but at the very least these details of the machines appeared to be authentic. Although it was a gamble making a deal with those snakes, it looked as though they had emerged triumphant at the end of the day.

It had taken some work to extract the files from the drive, but the laboratory and computers he had used were some of the most advanced in the world. The room was located in the central hub of the Kingpin's main headquarters, located in his main office building in the business districts of Manhattan. The entire place was temperature controlled and coated in a soundproof metallic paneling, creating a futuristic look befitting of the lab's state of the art technology. Several monitors lined the walls, each manned by members of the organization's research team,

As if on cue, the laboratory's metallic doors slid open, revealing the mountainous form of his employer. Wilson Fisk stepped over the threshold with furrowed brows, but his angry expression twisting into an evil smirk as he caught sight of the monitor above their heads. The crime lord advanced on his top scientist with a satisfied expression as Landon searched the plans a second time to make sure that they were real. The disfigured researcher stood up and moved aside with a weary expression, although the excitement he had felt moments before was still evident in his sinister expression.

"So it appears that my slippery associate was telling the truth after all in that the conditions from the Project Rebirth really were contained on that device." The Kingpin commented boisterously.

The deformed worker only sneered with a sense of pride as he held up the stick-shaped object in his hand. "I would not give her too much credit considering that she encrypted to files in the case that you managed to get your hands on them, but that pesky little obstacle has been taken care of. It took several hours, but I was able to decipher and upload everything she had saved onto this drive. Needless to say, the secrets she had originally tried to hide from us have now been exposed."

"I assume that these readouts are authentic…" Wilson Fisk glanced at the screen, even though he wasn't as much of an expert with technology as his employee, but the latter didn't seem worried by these concerns.

"When you arrived I had just completed my inspection of the files, and there is no sign that she gave us fraudulent information." Landon assured his superior.

The much larger man folded his arms with an ironclad expression. "It is unfortunate, but without the actual formula, there is very little use for the equipment on this drive. Which reminds me… Have you begun searching for details concerning this Magneto that Madame Hydra mentioned to me during our little conversation? According to her testimony, this man not only understood the formula, but even used it on his own body."

Landon's deformed eye widened slightly as his dislike of mutants surfaced. "My research team has referenced both the name Erik Lehnsher and his alias Magneto, and we found several incidents connected to his crimes in the last year."

"Elaborate!" the crime lord ordered aggressively.

"Well from what we were able to learn, this man you were searching for is a mutant extremist who commits acts of terrorism in the name of his cause. We know very little about his past, but his abilities are formiddable enough." The mad scientist picked up a paper with the details he had printed out. "He is supposedly a master of magnetism, and can manipulate metal. A report issued by world military intelligence which I discovered, indicates that he once pulled a satellite from space to use as a weapon during the Apocalypse incident months ago."

The Kingpin cracked his knuckles menacingly. "It sounds as though capturing this one will not be easy, but to do that we must at least find out where he is hiding."

His subordinate flipped through the pages before finding the details he wanted to relay. "Ironically enough, we also referenced his powers and discovered a recent incident that may interest you. Several metallic orbs were seen vacating a crime scene after a robbery took place in this very city. Although local police were baffled, federal agents suspect that this Magneto may have been involved based solely on this report."

Wilson Fisk leaned in to see the article from himself, his eyes skimming the page briefly as he scratched his chin. "Why would a terrorist steal artifacts from a Manhattan gallery?"

"That's hard to say, but I do have some limited knowledge of these artifacts. The text I found through personal study indicates that the crystal was one of a set." Landon replied with a shrug.

The much larger man took a moment to ponder the situation before formulating an idea. "Do you believe there is a chance that he is after the entire set?"

"I am still not sure about that, but the interviews with the curator indicate that he did not steal any of the more expensive gemstones in the case, despite the fact that it would have been all too easy if his desire was to sell them." The mad scientist deduced out loud.

The Kingpin looked as though he had just devised the perfect plan. "Now it all becomes clear!" he declared with an evil smile, his large hands rubbing together in anticipation. "For whatever the reason, this man seems to desire these artifacts. If we research where to find these objects and obtain them first, then he will come to us, and with him the information we desire concerning Project Rebirth."

"Brilliant!" Hebert Landon replied with an elated expression. The disfigured man took a seat and began typing away once more. "I shall began working on this right away."

"See that you do…" the large crime lord replied with a satisfied look.

Turning his back on the research team, Wilson Fisk crossed the room and headed back to the elevator. The doors closed behind him a loud swish, allowing him a few moments of peace before he went back to his office. If all went according to his plans, his ambitions would finally be realized and along with them he would have the materials necessary to create an army of superhuman warriors to serve his every command. The way he saw things, it was only a matter of time before everything fell into place, and once the details of Project Rebirth were in his hands, everyone inside and outside of the criminal underworld would bow down to the might of the Kingpin.

Note to Readers: With so much X-Men stuff going on I decided to take a look back at the Kingpin's activities. Maybe next chapter I'll write about Magneto and Silvermane's activities. Thanks for those of you who read my story, and even more to those of you who have reviewed. Thanks **Ironsavior** and **Kairan1979** for their reviews and support, and a special thanks to **Crow Black Nightmare** for a good critique of my overall story up till Chapter 11.

I'm betting this chapter has more errors then usual, but I suppose the fact that I often work on these chapters late at night. My chapters are reasonably long so editing can be a hassle too. Sorry for any spelling or grammatical errors. I hope that everyone who can will **REVIEW**, considering how hard I've worked to write this story so far. I could still use some critiques or suggestions if anyone is willing to contribute. I do listen and often try to think of ways to incorporate good ideas. Feel free to share if you have any.


	13. Chapter 13

**Chapter 13: Gangland**

Disclaimer: I do not own any Marvel Characters or logos.

Note: Well I did a little adding to this chapter after taking it down and re-posting it... Nothing big but it should be a little better now.

It was been several hours since their search began, but the museum had yielded very few results. So far all the had discovered was that the stone Magneto stole was found by archeologists somewhere in Germany, but very little else was known about the age and origin of the artifact. The gallery's curator had only told them that the gem was of little monetary value when compared to some of the others that were kept in the same case, making it painfully obvious that the magnetic mutant and his Acolytes were not planning on becoming rich through this crime. So far things didn't add up, and they had received few answers to their questions.

Cyclops and Jean walked side-by-side through the streets of Manhattan in silence as they followed their guide into another building. Despite being much more familiar with the city then either of them, Angel had been noticeably quiet lately as though he were too busy considering the best course of action to voice his opinions. Despite the warm weather than prevailed even in the twilight of summer, Warren wore a tan trench coat over his body to prevent anyone from seeing his wings or superhero costume, and had even added a hat to his outfit.

Mutants lived hard lives due to their persecution by society, especially those unfortunate individuals whose dramatic mutations were not so easily hidden. Warren knew this and rarely allowed his wings to show unless he was in costume, meaning that his style of dress remained the same no matter what the season or weather. Naturally it was more comfortably on cold winter nights, but walking out under the open sun in ninety-degree weather while hiding his wings could be a real nightmare. After several minutes of walking, the winged mutant came to a stop in front of a small club, which he occasionally frequented.

"Where are we now?" Cyclops questioned with an odd expression.

Warren turned back to his guests with a more cheerful expression. "Since we've been running around all morning I figured it was time we take a break." He gestured towards the building.

His visitors exchanged glanced before following him into the building, but were surprised upon seeing the interior the ceiling of the restaurant was high like that of a grand cathedral, littered with elaborate chandeliers which bathed light onto the regal atmosphere below. The tile floor and intricate sculpting on the walls were nothing short of pure art, accessorized by the presence of several sculptures and statues placed on the display in the main hall. While the two newcomers admired the atmosphere, their host stepped into the line by the velvet ropes leading to the podium in the center of the room.

Jean leaned forward slightly as she caught up with him, a look of curiosity on her face. "I like your taste in restaurants, but where exactly are we?" she whispered in his ear.

"Since I don't get visitors often, I figured that it would be fun to take you guys to one of the finest restaurants in town." Warren answered calmly. "They cater to the finest clientele so you normally need a reservation, but I've managed to get in before due to my family's wealth and reputation. My father is the head of Worthington Industries so naturally the people in my family are independently wealthy."

Scott Summers was unsurprised by this bit of information, having heard it before from the Professor at some point. "Looks to me like a pretty nice place, Warren… do you come by here often?" he asked casually.

As if on cue the woman behind the podium looked up just in time to see the trio standing in front of him, a look of recognition gracing her features as the man standing across from her removed his hat. "Table for three please." he requested.

"Good to see you again, Mr. Worthington. Your regular table is currently open." She replied with a respectful gesture.

"Yes, that would be fine." Angel replied courteously, subconsciously twirling the hat between his fingers as he spoke.

The woman returned his smile before allowing the trio to pass into the dining hall. Walking at the head of the group, the bird-like mutant led them past several rows of tables as he led them to the spot where he preferred to sit, right next to the stage. The dining hall was just as magnificent as the entry room, bearing the same décor but with several tables and chairs littered about and servers moving between the rows with platters of extravagant cuisine. The floor where people sat and ate was shaped like a large donut, and in the center was an orchestra pit, which surrounded a large circular stage in the center of the room where a beautiful woman wearing a teal dress sang relaxing tunes to the music.

Having been so focused on their new surroundings, Scott and Jean barely noticed the waiter who had just left. Cyclops picked up the menu his server had left and began to read the contents with a cheerful expression, but his relaxing disposition seemed to vanish as he saw the prices listed within. His face paled slightly as he glanced at Jean, who appeared much less surprised by his recent findings, while their host seemed to find amusement in his sudden display of shock. The Angel-like mutant stifled a chuckle as he finished with his own menu.

"The food here is kind of expensive… Wouldn't you agree?" Cyclops scratched his chin with an awkward disposition.

Jean smiled as she relaxed in her seat. "Well if you ask me, I wouldn't have expected anything less from a five star restaurant." Upon seeing her boyfriend's expression, she continued. "My parents took me to a place like this years ago when I was just a kid as a special treat, although I was pretty shocked by the prices back then."

Scott turned back to face his host and hesitated. "I would feel guilty for making you pay in a case like this."

"Order anything you want. It's my treat!" Warren cut in with a welcoming tone. He smiled in an attempt to put his guests at ease. "My family's pretty wealthy so you shouldn't be so worried about causing me any trouble. I brought you guys here to treat you to lunch and I won't accept no for an answer."

Jean looked over at her boyfriend, who merely shrugged in response, although they both seemed a little more composed than before. "I guess it's no problem…" she replied graciously. "If you ever come to Bayville, maybe we can return the favor."

"We can hit the twenty-four hour drive thru… Maybe it's not as fancy as this place, but the food's pretty awesome." Cyclops added with a smile.

Warren let out a small laugh as he placed his hands in his lap. "All right, I might hold you guys to that!" he joked.

"I don't suppose you could tell me what some of this stuff is." Scott gestured towards some of the more exotic dishes listed in his pamphlet.

The three mutants broke out into a modest laughter and seemed to be in high spirits for the moment, but the moment was disrupted as another man approached them, carefully edging his was through the other tables and crowds in an attempt to reach them. The man wore an expensive-looking light green suit, his short hair brown with horizontal streaks running through it. Warren turned around as the newcomer's shadow fell upon the group, half expecting it to be the waiter, but was slightly surprised by the sudden intrusion as his eyes met a familiar face that he had seen around Manhattan's finer establishments.

"Warren Worthington, what a pleasant surprise." Norman Osborn extended a hand in a reserved but polite manner, to which his surprised acquaintance gently shook.

"Likewise, Mr. Osborn." The winged mutant replied with a purely formal smile.

The wealthy businessman looked around the table, his eyes settling on the two other people sitting across from them. "Friends of yours, I assume?" he mused with a noticeably more serious expression.

"I forgot my manners. These are two friends of mine visiting New York, so I figured I would show them around the city." Angel replied with a genuine smile, his free hand gesturing from the two X-Men to his acquaintance. "This is Norman Osborn, the CEO and owner of one of New York's largest corporations."

Cyclops smiled pleasantly and stood up, extending a hand to their new visitor in a neighborly manner. "Scott Summers… It's a pleasure to meet you Mr. Osborn."

The middle-aged executive did not return the gesture, and gave him a small nod as if his acknowledgment was good enough, but his attention appeared to be fixated somewhere else at the moment. He glanced around the room almost like he was searching for something. Jean remained silent as she felt the tension in the air thicken, but she sensed that it was not due to her boyfriend's offer of a handshake. Something seemed to have distracted him, although since she didn't know him well it would have been rude just to read his mind without permission. Still there was something odd about this man to her, despite the fact that she had already chosen not to violate the sanctity of his mind.

"So Mr. Osborn. How exactly do you know Warren?" Jean asked in an attempt to break the silence.

Although his inscrutable expression did not change, their new guest seemed to relax a little and seized the topic. "I've participated in a handful of dealings with Mr. Worthington's family over the years as well, although I can hardly say that it was anything worth mentioning." Norman Osborn added in a mundane tone. "As such, he is an acquaintance of mine."

"I run into him in places like this, although the occasions are few and far between." Warren added to his friends before turning to face the older man. "Seeing how busy you are most of the time, it was very polite of you to stop and say hello, Mr. Osborn."

The businessman opened his mouth to answer, but another man approached from behind them, gently tapping him on the shoulder as if to get his attention. The group's attention immediately gravitated towards the newcomer as he Norman turned around to address him. He was stout man with wide forehead and a flat head, his dark hair cut short like a stereotypical mobster. Looking like a hit man from the mob, he was wearing a light blue suit with matching pants, a series of thin vertical stripes in a darker shade running down the material of his outfit. From the lump in his pocket was carrying a weapon.

"We've got some place to be right now... Don't wanna keep the boss waiting, ain't that right?" the man replied in a somber tone. With this he turned and began to walk in the opposite direction.

Norman Osborn tugged at the collar of his shirt and loosened his tie slightly as if giving himself some air. Although his mannerisms betrayed a sense of discomfort, the wealthy CEO wore a satisfied expression as though he were anticipating was about to happen. He watched the other man leave and prepared to follow, but realizing that the others were still staring at him, Osborn scratched the back of his head, masking his previous expression with an apologetic frown in an attempt to recreate his previous façade.

"It was nice to see you again Warren, but I'm afraid that there is a previous engagement I must attend to." He explained to the winged mutant. "If you see your father anytime soon, please give him my regards."

"Of course…" Angel replied politely. The trio watched the two men exit the dining hall through the red curtain leading back to the entry, none of them speaking until their footsteps had died away. Although it was hardly her business, Jean suspected that something shifty was going on, while the other two seemed to have received the same impression from the man's phony pleasantries and sudden departure. Plus it was pretty obvious that the man who came to fetch Osborn wasn't exactly a legitimate businessman, as much people would expect. The situation was disturbing even though she wasn't willing to pry.

Cyclops shrugged off the strange moment but decided to address the situation to their host anyway. "That was a little strange." He stated with an awkward glance towards the door where their two visitors had disappeared.

"I'll say…" the female psychic sat up straight, looking suddenly more alert. "No offense to you or your family, but that man was acting a little bit suspicious."

"He only said hello out of courtesy, but I can't say that I know him all that well as a person. However it's really no surprise that you received a weird vibe from him." Warren began to lower his voice, leaning forward slightly as if he was afraid that someone outside of the group would hear. "Norman Osborn is a ruthless businessman rumored to do anything it takes to make a profit and stay ahead in the corporate world. They say that he even has some… connections… If you know what I mean."

Scott nodded in agreement. "I figured that when I saw that suspicious-looking dude looking for him, although it can't really be that big a deal considering that thus is New York. To be completely honest it's not entirely surprising that some of the businessmen in this city might be like that. I believe that you gave us a prime example earlier today."

"Perhaps, but sometimes I hear his name a lot when I'm… on duty so to speak." Angel craned his neck with an air of suspicion. "Osborn once tried to scam my father when they were performing research on the mutant condition awhile ago. Considering my status I try not to judge everyone by the same standards, but it's usually smart to tread cautiously around the corporate big shots who control this city both above ground and in the underground."

Cyclops folded his hands on the table and took a moment to consider what the winged mutant had just said. "Speaking of which, we found out firsthand how deadly the criminals in this city can be." He replied with an ironic smile. "Now that we have a minute to rest, can you tell us anything about that guy Spider-Man took down the other day?"

Warren Worthington looked as though he were remembering something unpleasant. "You mean the big guy that rampaged through Manhattan? He was just an angry super-powered thug who calls himself the Rhino. He used to be a petty criminal before obtaining his superpowers, although his real name escapes me at the moment."

"From the way he kept screaming his name, we already most of that, but I was actually curious as to how he got his superpowers. Although I could be wrong, something in my gut tells me that he wasn't a mutant." Jean reasoned.

"Hmmm… that's a bit harder to explain." Angel replied with an uneasy expression, lightly scratching the back of his head with his right hand. "The police had his body inspected by the scientists at the local university after the Rhino's first arrest, and they found out that his outer form is entire made of a thick polymer suit that covers everything but his face."

Jean looked a little bit disturbed by this revelation. "It's pretty scary to think that a common criminal gained such power through science alone, but what exactly does the armor do other than protect him."

"I won't pretend to be an expert on the subject, but the findings show that his armor grants him super strength and makes him nearly impervious to injury. They also say that he's resistant to temperature extremes and can withstand things that would kill anyone else." Warren replied with a small shrug. "Once again, I'm not entirely certain how it works seeing how information about this guy wasn't exactly easy to come by."

"He didn't seem bright enough to have gotten those powers all by himself… I wonder who was behind his creation?" the younger mutant replied.

Warren shook his head. "The police never did find out, and unfortunately for them the Rhino is the kind of villain who would rather go to jail than rat out his employers."

The female member of their group wanted to continue the conversation but at the same time she noticed the waiter coming back. "Guys, maybe we should continue this conversation later." She stated, gesturing in the server's general direction.

They seemed to agree as the waiter reached their table, placing a loaf of bread and three glasses of water in front of them. Noticing that they had not placed much thought into ordering anything, the restaurant employee decided to address the situation as politely as possible. Rather than point it out, he took out a pen and a pad of paper. "What can I get you?" he replied with an empty expression.

"Go ahead and order what you want." Angel replied with a reassuring tone. "Like I said before, lunch in on me today."

Cyclops scooped up his own menu, exchanging glances at his two companions before turning back to their server. "What would you recommend?"

The waiter let out a barely hidden sigh, and placed a flyer on the table with the names of the daily specials. "Please take your time…" he answered flatly.

Meanwhile on the second floor of the exclusive restaurant, a much less benevolent meeting was taking place between some of Manhattan's less savory individuals. It took place in the private chamber on the second floor, made with soundproof walls and reserved only for special guests who were willing to pay extra for the accommodations. At the moment a type of summit was taking place, although all of the parties involved had yet to arrive. Silvio Manfretti along with his henchman and chief affiliates were waiting for their rest of their party to arrive so they could begin the meeting, the latter of which was seated at the head of the large table.

Although one of the oldest villains in the city, the elderly crime lord was not known for his patience and kept glancing at his watch repeatedly, a dour expression forming on his heavily lined face. "What is taking Hammerhead so long down there?" he groaned irritably.

"I'm sure they'll both be here soon." A deep voice answered from his left.

A man with a chalk-white complexion stood up, his hideous face made worse by the light. His hair was cut short and was a very light color complimenting his face, and his teeth pointed as though he were some kind of monster, although he was clearly human. He was a giant of a man, towering over the withered crime lord at over six feet tall, with a fairly muscular build and a fearsome presence. If his physical appearance wasn't frightening enough, the dark demeanor and cold expression he wore only made things worse. Working as a hired hit man for the mob, he was known as Tombstone.

Silvermane seemed undaunted by the other man's presence. "I'm a busy man, and I don't have the luxury to waste any time. Go and find them!" he barked.

The pale giant sneered as he turned towards the door, but sat back down as Norman Osborn entered the room, closely followed by Hammerhead. The flat-headed hit man took a seat beside Tombstone, while their guest positioned himself at the other end of the table facing the crime lord directly. OsCorp's CEO set down his brief case and slide the package under his desk with his foot, his eyes never leaving the crime lord's face for a second. Surprisingly enough, the frail-looking businessman seemed unfazed by the Manfretti Family's representatives.

A woman sitting directly to Silvermane's right glanced over at their visitor. She was a tall, slim woman with a slender figure garbed in an expensive gray suit similar in color to what their leader was wearing. Her hair was long and dark, easily reaching past her shoulders, and her lips shining red with lipstick. Although many people would not have guessed, she was the elderly crime lord's daughter, Alisha, and the second in command of her father's criminal and legitimate operations in Manhattan. Resting her hands on the table, she seemed content with the silence and merely waited for the others to begin the meeting. Her father fidgeted slightly in his seat before addressing their visitor.

"I see you finally showed up, Osborn." He replied with an unpleasant grimace, his sharp gaze locking with the younger man. "We agreed to meet here in order to address some issues concerning both of our business ventures. I highly suggest that you would make this troublesome meeting worth my while, or you may find yourself in a world of pain!"

Surprisingly enough, Norman Osborn seemed to find this threat more entertaining than frightening. "Well Silvermane, as always you are painfully direct in your intentions." He mused in an even tone. "I heard that you've been having some troubles with Wilson Fisk, the criminal mastermind known as the Kingpin."

"How the hell did you know?" Hammerhead stood up from his own chair with a slightly affronted expression.

The elderly criminal raised his hand, instantly silencing the flat-headed villain. "Normally I would not have come to meet you, but you gave me a proposal concerning our respective enterprises and how they could benefit each other. This makes very little sense to me. Tell me exactly what you meant by this, and why you would risk further tarnishing your company's reputation."

Norman Osborn folded his hands in front of him and leaned forward. "Allow me to start at the beginning. Using my own vast array of resources, I discovered information concerning your power struggle with Fisk over the territories in this city. I heard that you employed Alistair Smythe after he left the Kingpin's service, and as such you now have a valuable resource that can be used against him."

Alisha shook her head disagreeably. "Even so, how does this relate to you?"

"Indeed, what would you possibly have to gain by serving me?" Silvermane agreed with his daughter.

"Who said anything about service?" Norman Osborn raised an eyebrow, although he seemed insulted by the very thought of it. "Recently I have also been having some problems with Wilson Fisk along with several other enemies, many of which we share. I believe that if we forge a type of silent partnership between Oscorp and the Maggia, we may have the combined resources to overcome the obstacles that stand in the way of our personal endeavors."

The elderly crime lord looked genuinely interested by this offer and quickly pressed his potential affiliate, "Go on…" he implored, followed by an asthmatic cough.

"Not long ago my company was experiencing some financial difficulties, but for a while I made some extra business through dealings with criminals. When these business ventures began to fail, I found her few option but to turn to philanthropist Wilson Fisk for help." The businessman explained. "Unable to directly pay back my loan in time, he began bleeding my company dry through the use of his own resources, and it's been downhill ever since then."

Norman Osborn reached under the table and pulled up his briefcase, placing it onto the table and snapping it open with his free hand. Ignoring the majority of the documents he had stored inside, the shifty CEO quickly found the large envelope he was looking for. He placed it on the table, although he did not hand it over to the crime lord quite yet. He slid a few papers from the top to make certain that it was the correct set of documents before shutting his briefcase and placing it back under the table.

"These papers have some details of the arrangements I have considered concerning this potential partnership." He began with a satisfied expression. "I believe that with Oscorp's manufacturing abilities on your side and Smythe's robotics technology, we will have more than enough power to remove the Kingpin and eliminate our enemies."

Silvermane paused for a moment as if considering the younger man's offer. "Hmmm… In return have use for Oscorp's resources, there must be something else that you require of me. Surely the destruction of our mutual enemies is not the only condition you have for this partnership."

"How very astute of you." Osborn replied with a shadowy grin. "All that ask of you is complete cooperation and the right to withdraw from this partnership whenever I choose. Furthermore anyone outside of this room cannot know of my involvement. I will retain the ownership of my corporation as well as the legal rights to market all of my inventions to outside parties as well as those you manufacture through my company. Lastly you must obtain my approval for each consecutive use of my resources."

The elderly criminal sat in thought for a moment, and although he saw the value in this potential partnership, he was still not entirely convinced. "I shall consider your offer…" he answered in a hoarse tone. "In return you must give me the written documents so that I may review them personally."

"Aside from what I have told you there is little else to address save for the technicalities." Norman Osborn slid the envelope across the surface of the table before standing up to leave. "If you accept my proposal, then I believe we will both benefit greatly. However if you have any problems with my conditions, then I will be happy to take my business else ware."

Tombstone stood up as well as if he was about to stop him, but once again the old man waved off the acts of disrespect and decided to read the documents and contact him later. Alisha and Hammerhead watched as Norman Osborn exited the way he came and left the Maggia members sitting alone once more in the dingy room. They sat in silence for several minutes as their leader began skimming some of the documents, but after a few minutes had passed he returned the papers to the envelope and tucked the packet into his suit jacket.

"Are you seriously going to consider his offer?" Alisha questioned her father.

Silvermane hesitated for a moment, although the trademark grimace he usually wore did not disappear. "I have considered it, although my current partnership with HYDRA may provide enough benefits. We received word from the main complex in Europe, and have been granted full membership and access to many of their resources."

Hammerhead shrugged. "Well wouldn't having two allies be better than just one."

"Perhaps, but I have yet to test the current benefits of my first partnership." the elderly crime lord began. "Due to recent activity in this country, the majority of HYDRA's forces have been moved overseas, although there are a few conditions of our recent dealings that greatly interest me."

"What exactly did they offer you?" his daughter added with a frown.

"The Kingpin has some important information that the Leader of HYDRA desires for himself. It is concerning a government project known as the sentinel." Silvermane explained with a slightly amused expression. "If we can raid the Kingpin's labs and find this information, they have agreed to grant me full access to all or their resources and to take the currently empty position as the Supreme Hydra of the United States."

Tombstone who had been impatiently drumming his fingers on the table, looked up with a sense of renewed interest. When he spoke, his voice was low and gravely. "If that is the case, then you won't need Osborn's facilities assuming that HYDRA honors this deal."

"Also assuming we can launch a successful raid on the Kingpin's laboratories and then escape with those particular files." Alisha replied with a less hopeful expression. "The way we are now, the Maggia is stretched thin just to keep territories of the city under our control, and even if we consolidated out forces and launched and assault, I'm not certain we would be successful."

"Well then what do you suggest?" the pale-faced hit man replied.

The crime lord's daughter considered him for a moment before turning back to face her father. "What if you accepted Osborn's partnership in order to achieve our goals, and then terminated it once the benefits no longer outbalanced the drawbacks. This way you would no longer be forced to comply by his arrogant terms, while still achieving your goals and exploiting the alliance's benefits."

For the first time during the meeting, Silvermane wore a satisfied smirk, looking very proud of his daughter for devising this plan. "Perhaps this would be the best course of action." He paused to cough, once again feeling the failings of old age. "I shall accept the partnership, but once Osborn has outlived his usefulness, we will sever all connections and reap the rewards. If things go well I may even be able to obtain the secrets of his company's technology in the process."

"Great idea, boss!" Hammerhead added with a similar expression.

"For the first time in many years, I will be the one who comes out on top." The elderly criminal replied. "Once we have disposed of Osborn and obtained HYDRA's wealth of resources, I shall permanently dismantle the Kingpin's Criminal Empire, and rebuild my own to its former glory. Once again we will rule this city just as the Manfredi Family did so long ago."

Later that Night

Kingpin sat behind the desk of his secret hideout, silently using the master controls to coordinate several crimes going on all around the world from this one room. His main working space was a large cavernous room with metallic walls like something out of a science fiction movie, and large transparent tube-like shafts that functioned as his base's elevator system. This secret operation center deep within his office building was the nerve system that controlled a large percentage of the world's crimes, and most of the organized crime on the East Coast.

Adding his endeavors in the criminal underworld to the work of his public job, Wilson Fisk often found that he rarely had time to relax. He spent his days working in the office just to spend the nights slaving away in his lair, although he rarely complained due to the amount of money he gained through these separate transactions. Of course there were drawbacks to his position of power, mostly because it had driven his wife away, but although that experience had saddened him, in the end the Kingpin understood that it was more important to value the big picture.

Looking away from the monitors, the mountainous crime lord heard his phone ringing and was forced to answer. After listening to his affiliate on the other side for several minutes, Fisk's calm expression changed to one of pure anger. "What do you mean that you want me to reimburse your losses?" he bellowed into the mouthpiece. "Per our agreement the weapons you ordered were delivered, do not blame me for Spider-Man's interference! Disturb me again, and you will find your self in a very unpleasant situation!"

Without even waiting for the other man's reply, he placed the phone back down and ignored the previous situation as he returned to his work. From this phone call it was clear that one of his costumed enemies was causing trouble again, which was of course very bad for business. Even so, he had more important matters to attend to at the moment and was not inclined to waste his time dealing with something so minor. A small weapons deal was the least of his worries now that he had something much more important in store.

The formula from Project Rebirth was within his grasp now that he had stolen the files from HYDRA, the only thing now was to secure the mutant who knew how the formula. He had heard of Magneto's actions from newspaper and television reports, but finding him would no doubt prove to be more difficult. After all, even the government had failed to locate the elusive mutant extremist, even when he openly revealed himself several months ago. Nevertheless the Kingpin has made some interesting arrangements with some old affiliates, meaning that if things went well he would be able to capture the mutant.

The sound of the elevator moving diverted his focus as two more figures stepped out. The disfigured face of Hebert Landon slid into view, closely followed by a muscular man with a bare chest and a fur-like garment hanging from his shoulders. His pants and armbands looked as though they were made entirely of animal fur, although despite his wild man appearance, the stranger's dark hair and beard were rather neatly trimmed, although at the same time his eyes displayed a sense of ferociousness that seemed almost inhuman.

The deformed scientist stepped towards his employer's desk, taking a moment to cast their visitor a slightly distasteful look. "As you ordered, I tracked down the freak you requested and brought him here."

"Well done, Landon…" The Kingpin folded rested his hands in his lap as the bestial man approached them. "Kraven the Hunter, so good of you to join us this evening."

The wild man seemed to take the other man's polite greeting with an air of suspicion. "Perhaps for you, but I was actively pursuing my prey when your men made their feeble attempt to assault me." He replied bitterly.

Noting his tone of voice, the Kingpin adopted a more levelheaded approach to the situation. "Now as you are no doubt aware, I would not have bothered to track you down under normal circumstances. However, despite my usual reservations I have an important job that only a man of your unique talents could possibly carry out."

"I am not interested in any offer you have for me." Kraven answered with a note of finality.

The hunter turned to leave, but before he could reach the exit, a set of steel bars rose from the ground and blocked the door of the elevator. Turning to fact his host, he let out a feral growl as if expecting the gesture to frighten the. The large crime boss leaned forward behind his desk, with an equally cold expression indicating that his patience was thinning. The two of them exchanged glares as Kravenoff began walking back in their direction. Landon reached for his shotgun, but his employer raised a hand to stop him from provoking their visitor unnecessarily.

"Release me, or you will be the one to suffer." Kraven sneered.

Wilson Fisk reeled in his temper and relaxed his shoulders, only further enraging the villainous hunter. "In due time… However before you leave I believe it would be in your best interests to remain here for a short while and listen to what I have to say. If you still refuse to take the job once my explanation is complete, then we will not stop you."

Reluctantly, the wild man seemed to consider his option and ultimately decided to stand down for the moment. "Make this brief!" he snarled.

"But of course…" the Kingpin replied. He paused maddeningly for a moment before beginning his explanation. "The job in question involves the capture of a certain man, although since we have little idea of where to find him, I require the services of a man like you with extensive hunting experience and outstanding tracking abilities."

"Of course we will be willing to pay you well for your services." Landon replied, quickly withdrawing a suitcase full from beneath his master's desk. He clicked open the box, revealing several stacks of hundred dollar bills inside. "As you can see, we are already prepared to compensate you in cash."

"Not a bad reward for the capture of a single man, wouldn't you agree?" his employer added in a casual tone.

Kraven seemed unfazed by this revelation. "I have no interest in working for you, or anyone else at the moment."

Wilson Fisk chose to change his strategy at this point. "Ah, but if there is one thing I know about your past exploits, it is that you seek a challenging hunt. You only pursue the most powerful targets and always strive to improve your skills." He explained. "The man I seek has many resources and has never been caught due to his own self resourcefulness, in addition to the support of his subordinates. In the underground, they say that no one has the ability to find him unless he wishes to be found."

The wild man seemed to pause for a moment, looking genuinely intrigued by this last part of the larger man's statement. "Are you absolutely certain that this prey will provide me with a sufficient challenge."

"Much more than Spider-Man ever could… That much I am certain." The crime lord replied with a knowing expression.

Kraven considered him seriously before giving his new employer a small nod. "Very well, but first you must give me a means of finding this person."

"That was my intention…" Kingpin replied with a much more serious expression. He opened a draw in his desk, pulling out a small plastic bag similar to the ones used to collect evidence during police cases. Inside was a single strand of hair. "It's not much, but I believe that this should be a good first lead."

"What is that?" Landon questioned with a cocked eyebrow.

"I used my connections in the police department to get my hands on this piece of evidence from the crime scene. The man that I am seeking and his servants recently robbed a museum" If you require more evidence, it will be difficult to come by, but I also have the address of the gallery that was looted by these people Perhaps you can find something that the police were unable to get their hands on."

The beast-like man seized the evidence and opened the top, using his animalistic senses in an attempt to catch the scent. After a moment he wrinkled his noise and shook his head, looking slightly disappointed. "I was unable to discern much from this sample due to the contamination of the evidence… Perhaps if I head to the museum and searched for this smell I can be more certain."

Hebert Landon looked disheartened by the thought. "They fled the scene by means of flight… Are you certain it is even possible to track them?"

"A true hunter will not be so easily deterred." Kraven replied with an air of confidence.

"I'm glad to hear that you are willing to accept my offer. However there are some conditions on my part as well." Kingpin began.

"I already agreed to take this job, and now you wish to place restrictions. I may have agreed to find this prey, but isn't it strange how you didn't mention any specific conditions until now." The former big game hunter looked angry once more. "If your terms limit me in any way, then I may decide against carrying out your mission."

Wilson Fisk waved off his threat. "It's nothing that will interfere with your ability to track down the enemy, this much I can assure you. The man you are searching for is a mutant extremist by the name of Magneto, and according what little information I was able to find about him, he usually does a lot of traveling and usually works with a team of followers. Therefore, it might be a good idea of you brought some reinforcements in case you are drawn into a battle."

Kraven gave his employer a distrustful glare. "I hunt alone… It is, unnecessary."

"While this is typical of you, didn't Doctor Otto Octavius once teach you the value of hunting in a pack?" Fisk replied.

The wild man paused, but his train of thought was disrupted by a panel opening in the floor beside the crime lord's desk. A platform rose from the abyss, carrying with it two familiar individuals. The first man was large and broad-shouldered, wearing a striped green shirt that clung to his physique, and a pair of torn up jeans. The second man's appearance was noticeably more bizarre, his body covered by a form fitting green spandex suit, and a pair of metallic wing-like attachments strapped to his arms and back. While Kraven was familiar with these two men, he didn't seem very pleased to see them.

"Meet your partners for this mission." The Kingpin announced with a devious smile. "I'm sure you remember Flint Marco, the Sandman… And of course the Vulture… Along with you and three others, these men were once members of Doctor Octopus's Sinister Six. For that reason alone, I'm sure that the three of you are well-acquainted."

Kraven glanced at his former teammates and snarled. "I do not require their help to capture a mutant. No man alive can vanquish the hunter, for I am beyond human!"

"Don't get too cocky, jungle boy!" Sandman replied, squaring up to face the hunter.

"The guy we're after is one of the most powerful mutants in the world. We've already been briefed on this mission before coming up here and were it not for the benefits that wide-load promised me, I wouldn't be doing this either." The Vulture added.

"Afraid, are you?" Kraven replied. "Perhaps it is because you are both weak."

"I don't need you guys either!" Flint Marco screamed.

Vulture's gaze hardened. "All brawn and no brains? What a perfect way to describe the both of you!" he replied with an arrogant sneer.

The three super villains seemed to exchange looks of disgust as if they were about to attack, creating a sense of unrest among the room's other occupants. Landon stepped backwards with a panicked expression, casually moving away from the others as he had no desire to be involved in a petty squabble between super-powered freaks. His boss seemed much less intimidated by their display and responded by slamming his fist onto the surface of his desk, his insane strength making the floor shake slightly. The others looked in his direction in see the source of the noise, temporarily distracted from their argument as the crime lord rose from his seat.

"That's enough!" the Kingpin bellowed, quickly grabbing the attention of the hired criminals. "This operation is crucial to my business, and if you refuse to cooperate I will happily rescind my generous offer."

"Precisely… Replacing the three of you would be all too easy in a city like this where finding super-powered freaks among the criminal populace is about as easy as strangling an infant." Landon added in with a sneer.

The gathered criminals looked rather angry, but seemed to come to a realization. The Vulture was mostly involved in this plan because he wanted money to fund his neogenic research while Sandman just wanted his pay. Kraven had obvious joined in for the thrill of the hunt, but he also seemed satisfied with the results of his dealings despite his dislike of his teammates. Before any of them could voice a direct answer, their employer sat back down and folded his hands in a more patient manner, his previous display of anger forgotten. The deformed scientist stand beside him also seemed to relax again, and after a few moments the room's tense atmosphere settled back into its previous state.

"Now then, I believe that once more will be needed." Wilson Fisk continued. "Alex O'Him was sent to prison yesterday after an encounter with the web-slinger."

Sandman gave him a confused expression. "So you want us to run down to the Vault and spring the Rhino?"

The Kingpin nodded in agreement. "Precisely… Once you have him among your ranks, report back here and I will provide you with some background information for this mission. The Rhino owes me a favor so I doubt that he will argue against my job offer, and the rest of you will be paid handsomely for this in addition to my previous commission."

"Not saying that I particularly enjoy the company of that human battering ram, but I guess I'm in." the Vulture replied.

Sandman seemed unfazed by the prospect. "I don't particularly care, but at least this little field trip won't take too long."

"So long as you head back here as soon as the missions is complete." Fisk replied with a deathly serious expression.

After a short pause, the three villains turned around and entered the elevator disappearing through the metallic doors. Seconds later they were gone, leaving the Kingpin alone with his assistant. Landon shook his head disdainfully before turning back to face his master with a disheartened expression on his mutated face.

"You do realize that sending those fools after Magneto is unnecessary." The disfigured man replied carefully. "My men are currently searching for the location of the next artifact of the set, and once we find it, he will come to us."

The Kingpin's expression lit up with a look of malice. "I thought you would know better than to question my instincts. Sometimes it's better to play the field and make sure that there is a backup plan in case the first one fails."

Landon waved his hands with a slightly fearful expression. "You do realize the situation that we've been placed in with Silvermane breathing down our necks and those recent intelligence reports we've received concerning Norman Osborn. Not to mention that you recently killed one of the top commanders of the HYDRA organization, meaning that they may retaliate."

"I'm well aware of these problems, but we have no reason to worry yet." The Kingpin replied with a casual shrug. Although his expression remained calm at first, he stood up from his seat at that moment with a much less forgiving expression. "Do not forget who is in charge around here, Landon… I received my reputation in the criminal underworld for good reasons!"

"Of course, Kingpin…" The mutated scientist backed down as he noted the change in his employer's voice and demeanor and quickly scooted from the room, using a small remote control to trigger the panel on the floor as his method of exit.

Finally getting a moment of peace, the large man continued his routine monitoring of his operations going on all over the world. Once he realized that there was little else to do, Landon also excused himself and returned to the lab. It took a few minutes for Wilson Fisk to be sure that he was completely alone, but once he was certain that no one would heard him, he picked up the phone by his desk and dialed a number he knew all too well. He had some loose ends to tie up, and not much time to do it.

Several miles away, a costumed man sat at home silently reading the obituaries in the Daily Bugle. He appeared to be in good physical condition as evidenced by his reasonably muscled body. The man also wore a dark blue costume with silver gauntlets and matching boots, and he had a ring-like pattern running across his collarbone area and around his neck. Although the hood of his costume covered the top half of his face like a mask, there were small eyeholes allowing him to see, and a silver circular symbol emblazoned on his forehead area.

Wearing an insane smile, he looked as happy as a child whose parents had just told them that Christmas was coming early. Although most people were casual about reading about the dead, this mysterious man was noticeably cheerful as his eyes swept back and forth, silently admiring the signs of his recent work as he noted which people were his own victims. About ten of the names listed today were due to his murderous actions, although compared to how things went on a good day it was hardly his best record.

Draining the contents of his beer can, the man tossed aside his drink and was about to reach for another when the phone beside him rang. Although he wasn't really in the talking kind of mood, the insane murderer answered the call. "Yeah!" he called, looking rather bored with it already.

"Good to see you haven't gotten yourself killed yet, isn't that right Bullseye?" The Kingpin's voice greeted from the other end.

The villainous psychopath snickered before answering. "I know you didn't call to waste my time with pleasantries, Fisk… Just hurry up and tell me who you want dead?"

"On the contrary, I just need you to threaten someone this time." The crime lord replied casually. "In this particular case the target is useful to me, therefore I cannot have you killing him without discretion as would normally be the case."

"That's not my style… You should know that by now. Either way you should try telling me who's been getting in your way." Bullseye replied with a disappointed look that was invisible to his employer.

The Kingpin paused for a moment before answering. "I have some disturbing reports from my intelligence network saying that Norman Osborn may be attempting to end my shadow alliance with Oscorp. His resources are an important asset to me, therefore I cannot allow him to withdraw from this partnership so easily."

The crazed assassin let out a dry laugh, but he was more amused by the irony of this request rather than because he thought it was actually funny. "So let me get this straight… You want me to break into his office, and then not kill him? What a joke! Why not hire one of those other freaks instead of wasting my time."

"Most of them lack the skill to make a this quiet endeavor, and due to current circumstances I am unable to send anyone else. I recently dispatched three of my associates on a separate mission, and Doctor Octavius has been unreachable for some reason." Fisk explained.

"All right big man… I accept the job, but don't expect me to make any promises that the old man will still be alive once I'm finished. Who knows, my hand might just slip." Bullseye added sinisterly.

"If it does, Norman Osborn may not be the only person of usefulness to die." The large crime boss threatened him.

"I'll keep that in mind." Bullseye replied before hanging up on his employer. He let out an evil chuckle before disconnecting the phone cable, severing the wire with a small knife he had hidden in his clothes.

On the other end, the Kingpin looked slightly disgusted by this sudden act of disrespect, but at the same time he knew that it would do him no good to call back. At this moment he silently wondered if it had been the best idea to use someone as unstable as Bullseye, although either way it didn't make much difference. It would be more convenient to keep Osborn alive and use him as a legitimate face for the company, but if Bullseye did kill him it mattered very little. After all the next person in line to own the company was his worthless son Harry, and it would be all to easy to wrestle control of it from such a weak-willed young man. Wilson Fisk smiled evilly to himself… Either way, he would win…

Note to Readers: Well it's been awhile, but I'm still around. I had some writer's block, but as you can probably tell I used this chapter to start the plot rolling in New York. The larger story going on between Magneto and HYDRA will take a backseat for a while, and then once we're done in Manhattan the real fun begins. I brought in a bunch of player from Spider-Man, and added in some more from Daredevil. I'm starting to set the stage for the bigger story with this fiasco going on in New York, and there'll be more characters added in next chapter too.

Please continue to **REVIEW**! I don't get too many, and I work really hard to write such long and detailed chapters. Plus after such a long break from writing this story, I need the support a LOT at this point. If I know people are enjoying my story I'll feel more motivated to continue writing it.


	14. Chapter 14

**Chapter 14: The Game Begins! **

Disclaimer: I do not own any Marvel Characters or logos.

Foreword: I saw how many errors were in this chapter when I first posted it, so I proofread it a little bit to make it a smoother read. Maybe I should do that more often.

Sitting on a bench in the local park, Scott Summers heaved a sigh of exhaustion as they rested for the first time since lunch. Warren had been a nice guy to treat them, but needless to say they had both come close to fainting once the bill came back. Even knowing that their friend came from a wealthy family, they were quite surprised when the angel-like mutant paid the waiter in cash and seemed completely unfazed by the financial loss. To people like Scott and Jean, the money he had shrugged off while paying that bill would've kept them good for about a week. It wasn't as if working at the Institute didn't have its benefits, but they themselves were far from being rich socialites.

Jean gave her teammates a slightly bitter smile as she rubbed her ankle, looking upset that they hadn't found anything during the day's investigation. Noticing the undertone of her expression, Cyclops placed a hand on her shoulder in a comforting way, to which she snuggled up into his chest. It was the end of summer and the weather was beginning to cool, but she was just fine nestled comfortably in his arms as he shielded her from the brisk night breeze. She laid a hand on his chest and leaned in, quietly listening to the soothing sounds of his heartbeat as the romantic embrace overrode the weariness in her legs and back. Even after training to hone their physical abilities, it had still been a rough day walking through Manhattan on foot.

Angel spared a small glance over his shoulder at the couple nestled comfortably on the wooden bench before turning his attention towards the sky. On some nights when he was certain few people would see him, the wealthy heir would take flight in his superhero costume and admire the city from views that most people could only imagine seeing. While he often did this while patrolling for criminal activity, he would occasionally do it for his own enjoyment. Although many people hated this crime-ridden chunk of suburbia, seeing it from the air when the moon was just right made him feel like there wasn't a single trouble in the world.

After several minutes, the pair behind him lifted their heads to see that their host was still standing several feet away. Jean nudged her boyfriend lightly to alert him of this, to which he rubbed his head embarrassedly and muttered an apology. The female telepath distanced herself from Scott and sat with a perplexed expression as the two of them watched Warren stare at the sky, his actions or lack thereof causing them both to join him for a moment or two. The beauty of the stars was not lost on them, but they quickly growing bored and decided to address him.

Standing up quietly, Jean stepped behind him and gave their host a light tap on the shoulder. Rather than react with surprise, the man cast his guest a welcoming expression. "Are you guys ready to go back to my place?"

Scott waved his hands gently, although his expression was polite. "It's polite of you to offer us a place to stay, but we already rented a room at the hotel down the block, and we wouldn't want to intrude." He replied with a friendly expression. "Thanks anyway…"

"It's my pleasure." Warren replied with a casual shrug as he began to walk in the opposite direction, the tails of his trench coat gently blowing in the summer breeze.

Realizing that they had the same root to travel for the most part, the two X-Men followed after him to which he did not object. As they walked on in silence, Cyclops decided that now was as good a time as ever to ask some questions he had been contemplating. Although Warren Worthington was a good friend and a valuable ally, he had to admit that they knew very little about him aside from what he had told them personally. Thinking that he would be prying, Scott bit his lower lip, but after several minutes of continued silence he decided to be a little bit discreet.

"So Warren, all things considered you seem like a pretty normal guy." He stated awkwardly.

Angel let out a small snort as they continued to walk. "Um, thanks… Being the only man I know with wings, I guess I'll take that as a compliment." He seemed to find the assertion humorous at best, although there was a slightly awkward note in his voice.

Jean looked from the man beside her to their host and sighed as if expecting this to happen at some point. Quickly pulling her thought together she addressed him again. "I think Scott was trying to say that you seem pretty down-to-Earth for the son of a multi-billionaire."

"Exactly what I was trying to say…" Cyclops took a second to gently rub his neck. "You know how you see all those rich guys on TV and they all seem to be a little out there. You're apartment's really big but it doesn't exactly compare to a mansion, and I don't recall any housekeepers around the place."

The man walking ahead of them paused mid-step, causing the other two mutants to stop walking as well as he turned to face his guests. Jean reached to the bench and grabbed her backpack before following after them, quickly going through the contents to make certain that she still had everything. The trio continued onward, but after a few tense moments, the winged man rubbed broke the silence. "Thinking back, maybe I should have been more open with you guys from the beginning. I told Professor Xavier about my life once during a visit to the institute… It's wasn't a secret or anything, but it looks like he never shared any of it with you guys."

Jean relaxed a little, looking relieved that he wasn't bothered by their curiosities. "Naturally the professor wouldn't have shared any of it if he didn't feel it was his to tell."

"If it's something you'd rather not say then don't bother, but we were just thinking about how long we've known you, and realized that even after fighting alongside each other for years we still don't know you very well." Cyclops added quickly.

The flying mutant took a short pause as he thought back to his childhood and decided that there were some things he would rather not say, but in truth he didn't think that all of the details were really necessary either. He had originally seen the wings on his back as a curse and spent his childhood trying to hide it from his friends and family, but then again anyone would have done the same if they had lived with his father. Although the existence of mutants had been revealed by Magneto little more than a year ago, many people had already known due to their own experiences, and the government had been aware for much longer than people were willing to believe.

Warren's father knew about the condition due to his extensive connections, and hated the very idea, although Angel had been careful to hide it all these years. Thus as a child he was afraid of what his father would think and usually tried to hide it with thick clothes. Once when he was still very young, he spent an hour in the bathroom with knives in an attempt to cut off his own wings, although it was an incredibly painful process from the very beginning, and when they grew back he realized that they were a part of him just like his arms and legs.

Growing up with a father than hated what he was made for a miserable existence, but he eventually grew up and moved beyond that and continued on with his life. After a sort of falling out with his father, he went to New York and had been here ever since, rarely talking to anyone from his family. Part of the family fortune was his to spend, and thus he had used it to finance his new life these past few years. Using his powers he began to save people from the dangers of Manhattan and its numerous criminals, and that was when Magneto found him that Christmas two years ago.

Angel cracked his knuckles in a lazy manner. "Well I can't say my life is some kind of big secret, but I guess there's no harm in sharing a little bit." With this said be began walking again, signaling them to follow. As thee three continued walking down the sidewalk, he addressed the first question the asked. "You said I'm down to Earth for a rich boy, but when your father hates mutants and you happen to be one, that's bound to teach you some sense of humility."

"Your own father hated you?" Jean asked incredulously.

"Not me specifically, but he never did accept what I was and still seemed to hate others like me even though his dislike wasn't always directed at me. Because of this he often funded anti-mutant research that was being conducted by some private labs." Warren added with a note of disgust.

"There were people working on anti-mutant experiments even back then?" Scott questioned.

Angel gave them a firm nod, as if he were hesitant to talk about it. "Mutants were known to a select few people for a long time before Magneto made it all public knowledge with that Sentinel stunt last year. When I was younger my father was funding some freak named Hebert Landon who was supposedly working on a cure for the mutant condition."

Jean looked away and closed her eyes for a second as if she found the thought disconcerting, but quickly recovered. "To think that someone would want to fit in so much that they would forsake their own right to be what they were born to be…" she added with a pained expression.

Her boyfriend shook his head. "Most of us consider it a gift, but looks how badly Rogue suffered because of her abilities. Not even mentioning all she went through when Apocalypse and Mystique used her as a pawn earlier this year. She still hasn't gotten over what happened yet."

"To be completely honest the idea actually appealed to me for awhile." Warren added, although he immediately seemed ashamed to have admitted something like that. "My powers caused tension within my family that wasn't helping anyone, but one night when the moon was dark, I decided to spread my wings and took flight for the first time. I realized then that there was nothing wrong with what I was, nor did my father have the right to hate people like me just because they were born differently than most people."

"I can't say my power ever gave me that same realization, but the professor was the one who taught me what being a mutant was really about." Scott replied with a shadow of a smile.

Jean imitated his gesture. "Although he had instructed Storm and a handful of others over the course of his early career, we were two of the first students to attend the institute. He believes that to best use our abilities we have to first perfect them through rigorous training."

Cyclops nodded in agreement. "The world is filled with mutants who would abuse their powers, but the professor believes that we can use our abilities to help people, and should also be equipped to combat those who would use their gifts for evil."

"You guys had Professor Xavier help you with that last part, but I discovered those things on my own while living here in Manhattan." Angel replied with a sense of irony. "From your encounter with the Rhino yesterday, you know that there's a lot of super powered weirdoes in this city that do as they please. Some even work secretly for the city's crime lords, forcing people like me to take action whenever there's trouble."

"Speaking of which, you said that you were acquainted with that Spider-Man guy that we met earlier." Jean added with a slightly confused expression. "Do you have any idea who he is or how he got his powers if he's not a mutant."

Warren merely shook his head. "There's a reason why Spidey wears a mask, and that's because messing with this city's crime lords might endanger someone close to you. The New York Police Department gets it on a regular basis, and unfortunately for us, most of the freaks around here work for the many crime syndicates occupying this city."

The female psychic raised an eyebrow in concern. "Just how many super villains and gangs are there in this place?"

"Beat's the hell out of me? I'd wager on the sight of hundreds." Angel replied with a casual shrug. "That guy you asked me about earlier… The Kingpin is supposedly the mastermind pulling the strings from the shadows, and coordinating about a third of all organized crime around the world."

"I take it we picked the wrong guy to mess with?" Scott pointed out the obvious with a note or irony.

Angel looked suddenly more serious than before, but for some reason it seemed as though he wasn't reacting to them either. Looking out into the distance he could hear giant crashes echoing through the night. His eyes widened in shock as he several police cars rushed past them, heading in a direction that he knew all too well. Reacting automatically, the winged hero glanced around to make certain that no one aside from his companions were watching before removing his trench coat, revealing his superhero clothing underneath. Reaching into his pocket, he strapped the mask over his eyes and prepared for the battle to come.

"What's going on?" Cyclops replied, looking concerned by his friend's sudden change of demeanor.

"There must be some kind of emergency situation going on at the Vault, the city's highest security prison." Angel replied frantically, his wings stretching as he prepared to take flight. "I'm going to head on over and check it out in case the cops can't handle it by themselves."

Jean called out after him. "Do you need any help?"

The winged mutant took off without even answering, the gust from his gigantic wings instantly scattering the trash littering the streets as he took off into the starry skies. The female psychic exchanged concerned glances with her boyfriend, but they decided to contemplate quickly before doing anything rash. Scott began searching frantically for a way to chase after their comrade, but before he could come up with an answer, he was lifted off of his feet as if an invisible arm had grabbed him from behind. Jean let out a small giggle as she saw her boyfriend's face, soon joining him as she wrapped her arms around him and supported them both with her telekinetic powers.

"Are you sure we should be doing this after hearing what Warren said about the jerks in this city?" Cyclops asked with a concerned expression.

His girlfriend laughed. "Unlike some people I always like to be prepared on the off chance that we run into some trouble. I put our gear in my pack before leaving the hotel this morning in case we ran into more creeps. Plus we can't just let Warren handle this alone." She glanced below, looking for a place where they could change clothes before tossing him his visor.

Cyclops caught the eyewear and exchanged it for his sunglasses, pocketing the more delicate specs for protection. "Leave it to you to think ahead." He smiled appreciatively.

"That's why I came on this mission with you." She replied with a smile.

As they prepared for battle, Angel had already reached the scene and was desperately trying to figure out what was going on without bothering the law enforcement already on duty. Several police were stationed outside of the prison, hiding behind cars and walls with their weapons poised to fire. There were already holes blasted in the walls of the prison as if someone had used explosives to break into the building, but rather than act foolishly the winged mutant kept his distance as he watched from the skies.

The Vault was the most impenetrable prison in all of New York City, its specially designed facilities powerful enough to hold even the most vicious of super villains. Warren dreaded thinking about what would happen if there was a jailbreak in such a place, but his thoughts were cut short as several gunshots went off below. Another one of the prison's walls was smashed in as a familiar shape emerged from within, the horned forehead and armored body alerting them to obvious conclusion that the Rhino had escaped. The police fired their weapons at the behemoth in an attempt to take him down, but the large man let out a bestial roar as if being shot was merely and annoyance.

"Pour it on, I can take it!" Rhino screamed as he charged forward through the shower of bullets, using his immense strength to lift and throw one of the police cars at his attackers.

The cops scattered in different directions, but some of them could not get away fast enough to avoid the impact. Angel dove with his enhanced speed and seized hold of the two officers in the path of the flying car, pulling them to safety as he lifted them into the air. Although they were both surprised, the guards did not protest and were soon returned safely to the ground where they joined the others in creating a defensive formation around the prison yard. Several of the people present pointed in surprise at the appearance of one of the city's supposed superheroes, but the murmurs about his sudden appearance subsided as three more men stepped through the hole that the Rhino had made.

Kraven the hunter stood in front, alongside the Vulture and Sandman, leaving behind a trail of destruction as they forced their way through. The cops turned their attention on the wild man, shooting at him like an animal, but he seemed to sense each shot and dodged using his inhuman agility, spinning around and flipping through the air with a certain ferocity that belied his human appearance. Busy dealing with the police, he was tackled from behind by Angel as the mutant broke into a second dive, pulling up away from the raining bullets to avoid being harmed along with the villains.

"No one will ever capture Kraven the Hunter!" the man screamed as he recovered from the strike, jumping behind one of the broken police cars as a wall of sand blocked the bullets from reaching him.

Sandman smirked in response to their futile struggles as his body broke down, the sands that composed his being swirling and growing into a miniature funnel cloud as he slow absorbed the stones and dirt around him. His powers grew with the incorporation of the elements into his own body, allowing him to transform himself into a living sandstorm in the process. The guards fired their weapons but many of the more experienced members of the force were familiar with this man and quickly ordered a hasty retreat. The others followed suit as the reaming police pulled back to the outer walls of the prison, but the sandy winds began suffocating several of the less fortunate, rendering them unable to breathe.

Angel watched from above as the police were slowly defeated, almost afraid of being caught in the raging sands himself, but was forced to dodge as the Vulture made his move. The green-clad villain swooped down using the enhanced abilities and flight systems gifted to him by his harness, almost smashing Warren out of the sky. Hovering several meters apart, the two flyers began a brawl in the sky during which the mutant had a natural advantage due to his natural born flight abilities when compared to the older man's artificial wings.

"How's it feel when you get a taste of your own medicine?" the Vulture jeered mockingly. "Not so much fun when your opponent can fly, is it?"

"I don't need to hear this from a guy who needs plastic wings to fly." Angel replied with a slightly bitter expression.

Unlike some of the heroes he had met, Warren wasn't much for banter and instead decided to tackle his opponent in mid-air in an attempt to finish this fight with minimal damage to the city below. Shooting forward the Vulture met him in mid-air and the two flyers exchanged blows. While the villain seemed just as fast as he was, he seemed to be less talented with his flying device than Angel was with his real wings, allowing him to outmaneuver his opponent as he dodged the other man's strikes and retaliated with a series of mid-air tackles. Having honed his abilities since childhood, the flying mutant was noticeably better at changing direction and controlling his flight patterns, and did so with ease.

Although he was winning, the winged mutant was more concerned about the others, seeing how he was outnumbered and too preoccupied to help the police. Noticing that his attention was focused on the other villains fighting on the ground, the Vulture took advantage of this distraction and attempted to finish his opponent, but before he could a sticky rope-like substance shot out and bound his wings. Angel quickly guessed what had happened and rammed the flying villain with full force, knocking him out of the sky.

Looking over at the prison wall for the source of the webbing, the winged mutant caught sight of a familiar figure. Lowering his altitude, Warren moved so that he was at eye-level with the masked hero. "You always know how to make an entrance." He commented.

"I heard all the commotion down here and decided to come and help, seeing how this is my turf after all." Spider-Man replied casually.

Angel nodded courteously. "Always a pleasure to work with you."

"Wall crawler!" a third voice bellowed him below, causing both heroes to divert their attention to the remaining villains.

"Whoops, better save the pleasantries for later!" Spider-Man added as he watched the Rhino smash headfirst into the base of the wall.

With this said, Angel flew out of reach while the web-slinger using his iconic abilities to swing away from the crumbling wall, but before he could land safely a jumping body leapt from the rooftop of the prison and pushed him out of the sky. Kraven the Hunter grappled with his long-time nemesis as the two fell from the sky, landing with a crash on the pavement below as the Rhino came charging back onto the scene. Angel dove again and pulled Spider-Man out of harm's reach as the armored villain plowed into Kraven, who attempted to move but tripped over the Vulture's unconscious body.

Spider-Man and the winged mutant managed to move seconds before the three villains landed in a heap on the ground, but the hunter had rolled sideways to avoid being crushed by the larger villain's heavy form, leaving the Vulture to take the punishment alone. The wild man glanced over at Sandman who appeared to be holding off the police and quickly decided to go with the smarter decision and make a run for it.

"Get off me!" the Vulture screamed, his back giving out under his teammate's weight.

"Sorry about that?" he apologized. Scratching his head in a thick manner, the thuggish villain pushed himself into an upright position.

The smaller man struggled to stand and tried to activate his wings, but the artificial appendage exuded sparks and broke apart before he could take flight, only adding to his anger. "You imbecilic subhuman, you ruined my flying device!"

Rhino shoved his new teammate backwards, looking equally upset. "You little mouse! No one calls me stupid and gets away with it!"

He stepped forward and raised a foot to crush the smaller man, but was stopped as a shot of webbing wrapped around his arm. "While I would love for you guys to continue beating on each other, I can't say there's much honor in hitting an old man when he can't even defend himself. Isn't that right Einstein?" Spider-Man mused sarcastically.

"Are you making fun of me?" the armored bad guy replied with a growl.

"Nothing gets by you, does it Sherlock?" the wall-crawler replied as he swung further away.

Ignoring the winged villain, the Rhino turned on his nemesis instead. "Either way I'd rather kill you than waste my time on fly boy!"

As the other villains prepared to attack their enemy, Sandman had just finished driving the cops away with his sandstorms. "You morons, we were only told to free that oversized tank from jail and head back. Let's just make this quick and leave or the boss ain't gonna be so happy!"

"He's right!" Kraven called out to he others. Although he had been facing off against Angel, the wild man leapt from the roof of the prison, landing gracefully in the prison yard below. Lifting the Vulture's injured form over his shoulder, he signaled for the Rhino to follow him. "Give us some cover so we can escape!"

The Sandman quickly created another sandstorm, this time purposely whipping up large amounts of dirt and dust to create a type of smokescreen. Under the cover of the storm the group fled for the hole in the prison wall, fully prepared to make a getaway rather than fight the heroes for the moment. They all knew that the Kingpin wouldn't be happy if they were late and probably even angrier considering that the Vulture had lost his equipment, meaning that they were probably already in for it when they got back to his lair anyway.

Warren was hesitant to fly too low for fear of being caught off guard of suffocated by the miniature sandstorm. "Can you see them?" he called to the masked hero.

"My spider sense takes care of that problem, but running into a sandstorm and fighting them head on while on the ground would probably be suicide by myself." Spider-Man answered with a note of exasperation.

He prepared to intercept them as they neared the gates, but before the villains could escape, a large red beam nailed the Rhino squarely in the chest, sending him tumbling backwards as he took the full force of the blast. Kraven felt unusually light as his body was lifted into the air and thrown back into the boundaries of the prison yard, the Vulture's body ironically cushioning his impact as he bounced off of the flying villain and righted himself with animal-like dexterity. He ignored the other man's cries of pain as he turned to find the source of the attacks, looking surprised when two more heroes entered the scene.

Cyclops lowered his hand from his visor as he placed it back over his eyes, having used a full force blast of energy to put the Rhino down. Walking through the open gates with Jean, the two seemed surprised to find the villain they had defeated trying to escape, but even more surprised to see that Angel was fighting alongside the masked man they had seen the other day. She dusted off her clothing as they entered the scene, looking ready for the fight that was sure to come.

Spider-Man landed beside them, looking surprised. "Didn't think I would see you guys again so soon, but I can't say I'm complaining." He greeted the two familiar faces.

"Likewise I guess." Scott Summers replied with a small shrug.

Angel touched down nearby as well, quickly rushing over to see his friends. "Good to see you guys both managed to suit up for this. Looks like our chances of beating these guys just improved quite a bit."

"I take it you know them?" the web-slinger sounded surprised by this new development, but the group was forced to shift their attention as the villains squared up to fight their way through.

"Bring it on!" Angel replied, sounding notably more confident than before.

The two sides clashed again, but as they battled outside the prison there were some more problems going on inside. Although the commotion outside had rocked the prison to its core, several of the prisoners remained locked away safely in the lower levels while the ones that managed to escape due to the Rhino's rampage were bring recaptured in the upper levels. In a dark cell in the basement of the prison where the most dangerous prisoners were kept, a brown-haired man sat with a bored expression, the soft-walled room and vacuum-sealed door preventing him from causing any further trouble.

Known to the rest of the world as mass murderer Cletus Kasady, he was a noted mass murderer who had temporarily gained great power through terrifying means. After being defeated by Spider-Man he had been sent back to jail and forced into this miserable confinement and forced to spend his days trapped in an endless cycle of boredom. Glancing around the room with an odd expression, his insane gaze shifted towards the door leading out of his cell for the umpteenth time that day. As if hearing his pleas for freedom, the metallic door emitted a strange groan before opening with a resounding creak, surprising him somewhat.

Kasady hesitated as he had half expected the guards to enter his cell, but quickly realized that no one was coming. Whether it was an accident or not, the psychopath seemed not to care and simply walked through the door of his cell as if he were leaving a store on the streets. Looking both ways he realized that the guards were gone and smiled as opportunity arose for the first time in what seemed like years. Upon leaving his solitary confinement, he noticed that several more cells were open, almost like someone was trying to free the prisoners. Shoving his way past the other inmates, he seemed to ignore them as if something was calling for him.

Running through the halls of the Vault, he instantly noticed that every single door was unlocked and wide open, a rather strange scenario that he quickly took advantage of. He walked into the crime lab where scientists working for the New York Police Department would often analyze weapons and other evidence, usually locking up the more dangerous equipment like the weapons used by super villains. Interestingly enough it seemed as though even the lab technicians were gone. While this was also strange he seemed not to care at the moment entered the next room where they locked up the most deadly weaponry.

Sitting in heavy glass cases were several familiar objects, including the Shocker's pulse gauntlets, Scorpion's costume, and the transformation belt worn by the Chameleon. Although he had died earlier that year, the police had also kept a crate of Mysterio's hologram cubes, all which were contained inside a separate case. No doubt they had planned to do research on these objects for the benefit of weapon science, but Kasady remained uninterested in any of these otherwise useful weapons and continued looking for that which belonged to him.

His eyes lit up with a glimmer of insanity as he caught sight of a large transparent tube on the other side of the room, containing a strange fluid mass with a face-like design close to the top. It looked like some kind of red blob, but the substance moved and twisted as if it were alive. In reality the matter trapped inside was actually an alien symbiote capable of bonding with hosts and influencing their actions, sometimes driving the person mad in the process, and even replacing their mind with its own consciousness.

"I'm back!" Kasady ran up to the tube and pounded against the safety glass with his fists, but the containment unit had been designed to withstand virtually any type of penetration. Growling in annoyance, he began looking around frantically in search for a solution. "Open up!" he screamed, slamming his fist into a random spot on the nearby control panel.

Although his display of anger did nothing, the tube seemed to react to his desires and slowly retracted into the ground, freeing the creature within. The symbiotic alien gravitated towards him as if drawn by his murderous instability, eliciting an insane laugh from the psychotic inmate. As the substance leapt onto his body, Cletus Kasady reached for a surgical knife on one of the lab tables, using it to slit open his own wrist as the monstrous life form fused with his body, covering every inch as the rest slithered into his bloodstream through the self-inflicted wound on his arm.

The mass murderer writhed and shook violently as the symbiote finished fusing with him, and in place of the insane man stood a much larger and more intimidating figure. His entire body was now covered with a red substance, with piercing gaze, greater height, and vastly more muscular physique making him seem like something from a nightmare. His teeth were sharp and angular, giving him the appearance of a demon, his murderous personality showing through even bonded with the alien monstrosity. Together, they were Carnage, one of the city's most frightening and deadly villains.

The villain used the symbiote's powers to mutate his arm into the shape of an axe, his insane strength easily ripping a hole into the floor above his head as he opened his passage. A red web-like substance shot out from his hand and stuck to the ceiling in the room above, allowing him to pull himself up to the next floor where several prisoners were rioting with the guards who were trying to restore order to the prison.

"Carnage has returned!" he screamed wildly, causing everyone in the vicinity to look towards him. The web-like material from his right hand shot out, ensnaring three of his fellow prisoners as he used his left arm to rip them apart.

Most of the people present fled from his wrath as the blood of his victims coated the room's walls, but the murderer's tentacle-like cords shot out and seized several escapees by the legs, dragging them back into the room so he could tear their bodies the shreds, shaping his hand into a giant blade as he decapitated his victims. The police that remained inside the building didn't even try to stop him as they fled for their lives, many of them having heard rumors about Cletus Kasady's murderous nature when amplified by the symbiote. Even Spider-Man fighting alongside several allies barely survived during one encounter with the murderous villain, and even then they had barely managed to win, only separating the alien from Kasady's body and imprisoning them both.

The murderous villain let out a sick chorus of laughter that almost sounded like two people speaking at the same before casting aside the bodies of his victims. "This is boring… Where's the challenge?" He relished in the thrill of the hunt, but at the same time seemed disappointed that it was too easy.

As if on cue, another voice sounded from the prison intercom, but it didn't sound like the dispatcher or the warden speaking. "Spider-Man's in the prison, and he brought some friends… Now's your change to get your revenge!"

Although the voice was conniving and jeering, Carnage wasn't very interested in who it was, but rather what he was saying. "Where is he?" he screamed in the hopes that the other man would hear him. When no one answered, he let out a frightening snarl and decided to begin a search of his own in the hopes that what the stranger said was true. He smashed down a nearby door with his bare hands and began to run through the hallways, using his knowledge of the prison's layout to his advantage as he began to make his escape.

He effortlessly and indiscriminately slaughtered anyone who crossed his path, not bothering to see if the people he had attacked were dead or not before continuing his rampage. Those who knew him did not bother to struggle and fled like cowards, but he was uninterested in attacking them. After smashing down several doors and traversing the maze-like hallways, the symbiotic villain reached the exit and quickly entered the yard. Seeing the villains outside, he watched them fight the heroes, two of which he recognized while he wasn't quite sure who the others were. Ignoring this little complication, Carnage slid through the shadows and waited for the right moment to strike.

Meanwhile the Sandman appeared to be winning his fight against the others, fighting all three mutants at once as he tried to suffocate them with his sandstorms. Scott fired several blasts of energy into the core of the twister in an attempt to slow him down, but his blasts passed through the elemental villain, doing no noticeable damage. Angered by his opponent's attempt to injure him, Flint Marko reformed his human body and attacked them directly, shaping his hands into a pair of hammers and pummeling Cyclops with full force.

"Leave him alone!" Jean screamed, repelling the villain with her powers.

Scott took this opportunity to shoot another beam at the enemy's solidified body, but Sandman shifted his body's shape and composition to avoid the blasts. He raised his hand to finish off the mutant, turning his fist into a giant mace, but was tackled from behind as Angel swooped down and smashed through his intangible body, forcing him to reform. Scott didn't give him the chance to rebuild his body and quickly shot him full of smaller, more focused energy blasts in order to delay the process or regeneration, but the villain willing dispersed his body and whipped up another storm, returning to his original strategy fairly quickly.

Warren flew above, silently racking his brain for a solution as he looked around for something that could stop their opponent. Although his body was virtually untouchable under normal circumstances, there had to be some kind of solution. Searching from above with his hawk-like sense of vision, the flying mutant quickly caught sight of an emergency fire hose inside of a glass case on the wall of the prison yard. When water was added to sand it became more solid, so perhaps this would also apply to their current situation.

"Use the hose!" he screamed to the others, pointing to the unit on the wall. "Sand becomes more solid when doused with water."

"Oh no you don't!" Sandman screamed, turning his body to sand once again.

Cyclops ran towards the object that Angel had pointed out but was quickly stopped as the enemy turned his attention towards the male mutant. The Sandman reassembled his body in front of the hose, forcing his three opponents into a retreat as he focused his efforts into stopping them from reaching the fire hose. While the Sandman held off the three mutants single handedly, this forced Spider-Man to combat Kraven and the Rhino all by himself.

Slipping underneath the larger man's legs, he avoided being crushed by the villain's charging attack and climbed up the nearby wall to escape. Seeing that the enemy was about to smash the wall he was standing on, the web-slinger jumped back to the building but was unable to change direction as Kraven the Hunter came crashing down on his back. The two grappled in mid-air before colliding violently with the ground, but the animalistic wild man had managed to get to safety while his opponent wasn't so lucky.

Peter Parker hit the ground and made a quick recovery, but the wild man used the opening to kick him in the face, shoving him backwards and into the Rhino's crushing grasp. The wall-crawler struggled with all of his might to escape, but the armored villain's strength was much greater than his own. Noticing his attempts to break loose, the larger man pinned down his arms and laughed triumphantly as his teammate came over to inspect the situation, both of them looking pleased that they had captured their long-time nemesis.

Kraven cracked his knuckles as he squared up to the trapped hero. "Hold him still for a minute… I want to savor the moment when I finally take the arachnid's life."

The hunter reached forward to throttle his old enemy, but to his surprise the Rhino pulled him out of range. "Who said you would be the one who gets to kill him, jungle man? The boss will pay extra to whoever offs him, so what if I wanna be the one to finish him off?"

"Nice to see I'm so popular, what with you guys fighting over me." Spider-Man attempted to kick his captor in the ribs, but if it caused him any pain he ignored it. "How's about you guys just let me go and no one gets killed?" the web-slinger replied in hushed breaths through the armored villain's chokehold.

"Shut up, bug boy!" the Rhino growled as he tightened his hold on the smaller man's neck. "I'm gonna snap your head off and present it to the Kingpin as a gift."

The wild hunter stepped forward with a hostile expression, looking even more like an animal than before. "He is my prey! I shall be the one who does the deed… Give him to me!"

Despite Kraven's orders, the armored villain continued with his attempt to crush the life out of the web-slinger, but before he could do anything else, a rope of red-colored webbing wrapped around his leg, pulling him to his knees. Spider-Man looked surprised by this sudden development, but from the direction he had been facing it was obvious that his allies were busy fighting off the Sandman. Using the distraction to his advantage, he pried himself out of the Rhino's loosened grip and spun around just in time to see Kraven the Hunter captured by another strand of webbing. Spider-Man scrambled up the nearby wall and prepared himself as he saw Carnage swinging the two villains over his head like lightweights.

"Sorry, but the honor of killing the wall-crawler belongs to me!" the monstrous murderer screamed as he tossed them both away like sacks of garbage, using a second blast of webbing to bind them to the ground.

"Oh great… not now." Spider-Man grumbled as he faced off against the symbiotic villain.

While the two web users lashed out at each other, Sandman created more miniaturized sand twisters in an attempt to finish off the mutants. Trapping Scott and Jean in a torrent of sand, he tried to suffocate them like he did with so many other people. Watching them struggle fruitlessly against his powers, the elemental villain grew to confident and did not notice what was happening behind him. Jean focused her powers on the hose, causing it to unravel and turn on in a single swift movement. A pressurized jet of water splashed Sandman from behind, making his powers less effective and distracting him long enough for the others to free themselves from his sand storms. Cyclops followed up by peppering the villain with smaller but more focused blasts, the slowed regeneration of his body making it difficult to recover as efficiently as before.

Angel had left his friends to fight in an attempt to aid Spider-Man against Carnage, but the alien symbiote proved to powerful and was now reeling both heroes in like fish on the line. Having trapped them in layers of his tentacle-like fibers sprouting from his torso, the murderous psychopath turned his arms into a pair of axes and prepared to slice them up. Before he could deliver the final blow, a beam of energy pierced his shoulder, causing him to release his victims as the red webbing was severed from his body. Spider-Man used his enhanced strength to break the binds while Angel spread his wings, both heroes distancing themselves from the deranged madman.

"Who are you supposed to be?" Cyclops addressed himself to the newcomer.

"There's no need to tell a dead man anything!" the villain screamed as he shot several more blasts of webbing from his hands.

Scott toasted the webbing with his own powers as his girlfriend blasted their enemy off his feet with a telekinetic blast, but the enemy seemed to flip around in mid-air and sent countless more attacks in their direction. Pieces of the substance incasing his body formed into spears and knives, which he shot at them with machine-like accuracy like a rain of death. The killer's deadly assault forced the two X-Men to take cover behind a row of abandoned police cars, which were instantly skewered as the strange weapons pierced them like bullets through cheap glass.

Spider-Man attempted to strike back but found himself beating a hasty retreat as he fell victim to the same attack and followed their previous example. Swinging through the air, he barely managed to avoid death as more synthetic weapons pierced the spot where he had been moments before, severing his webbing as well. The heroic wall-crawler landed beside Scott and Jean with an unceremonious plop, rubbing his head in embarrassment.

"So, you guys come here often." He replied with a cynical sense of sarcasm.

Jean Grey peaked over the car they were hiding behind, shocked to see that Angel was holding off the psychotic criminal by flying around at extreme speeds and using himself as a diversion. "Who is that crazed lunatic anyway?" she asked the masked man kneeling beside them.

The web-slinger sighed wearily. "He's a mass murdered named Cletus Kasady who bonded with an alien symbiote that grants him superhuman abilities and makes him even more insane. The alien becomes a costume and messes with the host's mind while granting them powers similar to mine, but about five times stronger. When bonded together, he calls himself Carnage."

"So basically he's a glorified nut job? Jean added with a distasteful expression.

"I don't think Angel can hold him off for much longer…" Cyclops glanced over at the battle unfolding before them before turning back to the masked hero sitting beside them. "Does this guy have a weakness we can exploit?" he asked hastily.

Spider-Man sat for a moment wracking his brain as he remembered his previous battles with Venom and Carnage, and recalled that the symbiotes could be harmed by certain extremes of temperature or noise due to the creatures' enhanced senses and overall body structure. Looking up at the male mutant. He looked as though he had been hit with sudden inspiration. "That power you have… Is it thermally based?"

Scott blinked twice behind his visor but nodded nonetheless. "You mean heat… I guess so, but what does that have anything to do with that freak."

"The alien parasite bonded with Kasady is actually weak against heat." The web-slinger rationalized. "If you can produce enough energy, there's chance we can take Carnage down from a distance without putting our necks on the line."

"All right, let's do it!" Scott began to stand, but the female psychic pushed him back down.

His girlfriend shook her head like a mother to a child. "You're still in pretty bad shape after that sand creep hammered you. You should hide here and wait until you can get a clear shot without hurting anybody."

The wall-crawler nodded in agreement. "That's sounds like the best idea we've go right now… The rest of us will distract him, and once he stops moving, you give us the word and let him have it with everything you've got."

Cyclops looked from the masked man to his girlfriend and a grim understanding seemed to pass between them. As Spider-Man swung back into the battlefield, Jean gave her boyfriend a small peck on the lips and joined the others as she ran back towards the fray. Back in the battle Carnage had outlasted his opponent and once again ensnared the flying mutant, but was dropkicked in the face by his arch nemesis before he could complete the kill. He turned to attack them but the female telepath noticed the bricks from the walls that the other villains had busted down and shot them at her opponent like bullets using her powers.

Cletus Kasady was thrown off balance by this assault, and then dive-bombed by Warren who barreled into him with full force after breaking into a tackle from several hundred feet in the air. Several more web-like appendages shot out of Carnage's body in an attempt to ensnare the other heroes, but Jean use her powers to lift several police cars and toss them at the symbiotic monstrosity. His appendages shaped themselves into axes, which he immediately fired at the incoming vehicles, shattering the metal cars into scrap with the sheer force of the impact.

While the others fought off Carnage, Spider-Man reloaded a new cartridge of web fluid into his shooter. He had specially made this batch to capture super villains and people with incredible strength, but this was the first time he was actually testing it out in the field. It was probably a bad idea to find out if it worked this way, but at the moment he was running out of options. This new type of webbing was made to be stronger and more durable than the kind he usually used, but needless to say he was about to find out.

"Is that the best you've got." He screamed, looking more entertained than frightened of his three opponents. "If you can't do any better, I'll eat you all alive!"

"Eat this!" the masked web-slinger retorted as he fired off a sample of his new invention. The new webbing expanded like a net and covered his opponent from head to toe, instantly tightening as it contracted to keep the target trapped.

"You should know by now that your little party streamers can't hold me!" Carnage replied, his arms flailing as he attempted to break the binds.

Spider-Man jumped down from his perch atop the wall. "I made this one for catching jerks like you. It's not only ten times as strong as the original stuff, it also had the ability to restrict movement by shrinking down around the target's body." Hearing the sound of ripping fibers, the masked hero hesitated slightly. "Of course, it does have its limits." He added hesitantly.

With a mighty roar, Carnage's appendages formed into a pair of blades, which he began using to slice through his bindings, but the wall-crawler matched him by firing off several more blasts in an attempt to keep the madman from escaping. Jean focused on the communications tower on top of the prison, using her powers to collapse it and guide it to land on top of Kasady. The psychopathic killer produced several more web-like appendages, which wrapped around the structure like extra hands, stopping it from crushing his body. Although he looked rather busy with his arms struggling against the layers of webbing and his webs holding back to the falling structure, the villain took a moment to laugh at the absurdity of their struggles.

"Do you bastards really think this can take me down?" Carnage asked with an insane cackle. "The chaos in this universe is something that will never disappear, and I am a living example of this. You can't stop me any more than you can stop the rain, the snow, or the lightning, because everything I do is a manifestation of mankind's true nature!"

Jean looked completely flabbergasted by his insane rant, while the flying mutant seemed indifferent, but to everyone's surprise, Spider-Man was clapping as though he found it entertaining. "Nice speech." He added sarcastically. "Too bad this fight's over…"

"Now!" Cyclops screamed as he emerged from hiding, shooting a very powerful focused beam at the enemy's torso.

Carnage let out a scream of pain as he lost his grip on the tower, causing it to fall on top of him in the process. The remaining heroes moved aside as Scott Summers closed his eyes and removed his visor, looking rather determined as he faced the murderer. "You lose!" he stated, opening his eyes and allowing the full force of his power to strike down the enemy.

The symbiotic villain screamed in agony as he felt the thermal blast wash over his body, thrashing and writhing in pain as the explosion burned his body. After a few seconds of enduring the intense pain, the alien substance began to detach itself from Kasady's body, expanding to the point where it looked like a costume too big for its wearer. The wound in his arm spewed forth as the symbiote tore through the opening to escape his bloodstream, and in a matter of seconds it had begun to peel away. Cyclops noticed this and replaced his visor so as to avoid killing the human host. Kasady fell to his knees like a broken man, but the pile of alien matter that had left him slithered into a nearby storm drain. Scott focused a blast of energy in an attempt to fry the alien, but it was gone in a matter of seconds.

"Don't leave me!" Now human once again, the murderous villain dove at the storm drain and tried to force his hand through the grate where his beloved partner had disappeared. "Come back!" he screamed, but found himself being pushed backwards by Jean's telekinesis and then ensnared by Spider-Man's webbing.

Cletus Kasady swore angrily but the web-slinger made certain to wrap some webbing around his mouth. "Well…that oughta shut him up for while." Spider-Man commented as he approached the other heroes.

The web-slinger wasn't used to working with a lot of other superheroes and seemed grateful, but he wasn't quite sure how to thank them at the moment. "Wow, this is the second time you guys saved my butt from getting kicked." He began. "If you guys hadn't been here to help out, I might not have survived."

"You never even caught our names the last time… They call me Cyclops." Scott Summers walked up to the masked man, extending a gentleman's handshake, which the masked hero wholeheartedly accepted.

"I'm Jean…" the female mutant added with a knowing smile. "I would ask for your name but from your outfit and mask it looks like you would prefer to keep that a secret."

Despite having been impaled in the shoulder by the enemy, Spider-Man grimaced underneath his mask and tried to ignore it. "Got it in one!" he replied with a pointing gesture.

Angel nodded in agreement as he stepped forward with a dismal expression. "We wear masks to avoid being discovered by the enemy and putting other people in danger… I believe I mentioned that to you guys earlier." He glanced at his guests. "Nevertheless, the criminals in this city make superheroes a necessary factor to keep them in check."

"Speaking of which, what happened to that sand guy and those other creeps we were fighting before that Carnage guy showed up?" Scott interjected with a confounded expression.

"Rhino and the hunter grabbed hold of Sandman and the Vulture and ran off while we were dealing with the psychopathic murderer." Warren replied with an apologetic look. "I'm sorry I couldn't stop them, but I was busy distracting Carnage when the others were getting away. In my defense, he would've gone after you guys instead if I hadn't kept him busy as long as I did."

"I won't speak for your friends, but I'm grateful that you gave us the time to devise a way to take that psychopath down." The web-slinger replied with a frown hidden by his mask.

Jean considered them for a moment before speaking up. "Something else has been bothering me… Why would anyone bust that lunatic out of jail anyway? He just seems way too wild and unpredictable to work for anyone but himself. I'm not an expert on this city's criminals, but something tells me that those guys we were fighting before weren't the ones who freed Carnage."

"Impressive deduction…" Spider-Man folded his arms, sounding a little impressed. "I was actually thinking the same thing a second ago. Nobody in their right mind would have let Carnage go, seeing how he would kill them before hunting for new victims."

"Speaking of which I saw several people running from the prison." Angel added in with a note of concern. "I had a feeling that some of them were prisoners, but was too concerned with the super-powered weirdoes to worry about it at the time. Something tells me that there might've been something else going on here tonight that we were unaware of until now."

"Well that's a comforting thought." The web-slinger replied sarcastically.

Cyclops pushed back his hair, wiping the sweat from his brow. "Hearing all this just makes me realize how dangerous this city is. It makes me happy that I don't come through here very often."

Spider-Man shrugged in response. "That actually depends on where you go, but I do understand where you're coming from. Hell seems to have broken loose in the last few days, ever since that metal manipulating freak and his super powered goons kicked my butt a few nights ago."

"You saw Magneto!" Jean interjected, looking as though she had just been doused with a bucket of water.

"So that's what helmet-head calls himself." The wall-crawler exclaimed with a slightly bitter tone. "Since I helped you guys, maybe you can help me out a little bit. Care to tell me why this guy broke into a museum and didn't even take the more valuable artifacts. He didn't even seem to want to kill me after I thrashed his sidekicks. In this city, it just didn't seem natural either."

The female psychic inhaled deeply before addressing the masked hero. "Magneto is a mutant extremist who commits acts of terrorism, and possibly one of the most powerful mutants alive. He's actually the main reason why we came to this city."

The web-slinger let out a soft groan, scratching the back of his head to ease the pain. "I never met a guy who could control anything made out of metal before so I guess he caught me off-guard. I'm sorry that I can't tell you more about what he was up to right now."

Seconds later a siren went off, alerting the heroes to the presence coming police cars. Spider-Man jumped onto the nearest wall and climbed up the side, standing up when he reached the top. "Thanks again… I owe you guys for this one!" he called out before attaching his webbing to a nearby building and swinging off into the night.

Angel spread his wings and took flight. "I suggest you guys get out of here before the cops show up and let them handle the rest of this mess." He warned before flying off.

Jean followed his example and grabbed Scott before fleeing from the area, leaving behind an angry-looking psychopath thrashing on the ground as the police pulled onto the scene. The police inspected the scene and managed to apprehend several of the criminals, but noticed that in addition to the Carnage symbiote, several weapons were also missing from the crime lab and evidence room, leading them to the conclusion that the villains had taken their devices back. Several of the convicts were recaptured, but several of the more dangerous ones had escaped in the confusion during the riot.

A safe distance from the prison, an orange-robed figure standing atop a winged rocket pack scowled in annoyance as he saw the heroes escape unharmed, looking slightly disappointed by the outcome, he crushed the remote in his hand. He began to move away when the communicator on his hip began to vibrate, forcing him to address the situation. Picking up the phone-like device, he flipped the face open and spoke.

"Yeah, what is it?" he answered, sounding rather irritated by this sudden interruption. The Hobgoblin let out a sick laugh in response to this question. "Madame Hydra, what a pleasant surprise." He answered with note of sarcasm.

"Mr. Macendale, have you completed the mission we gave you?" A female voice questioned from the other end.

"If you meant freeing those common criminals from jail, then the answer is yes. I even let Carnage go as you specifically requested." The masked villain replied. "The only problem is that there were some obstacles we did not expect. Spider-Man and three others defeated the symbiote and managed to prevent Kasady from escaping into the city."

Madame Hydra paused for a moment before answering. "The details are of little concern to me, so long as the plan was a success."

Hobgoblin laughed again, a habit that nauseated his employer to no end. "What I don't get is what benefit you could possibly gain by letting them loose in the city. Just what are you playing at what this bone-brained scheme?"

"While I see no reason to explain the plans to you, the Kingpin stole something important from me, and possesses some specific files that could useful to the HYDRA organization." Viper replied in an attempt to simplify matters. "I tasked Silvermane with retrieving this information in exchange for a position as the head of our North American Branch."

"Is that all? You're planning on using that old relic to do your dirty work while the convicts that escaped from jail serve as a diversion. That way, the city's heroes are too busy dealing with them to figure out what's really going on." The masked villain deduced out loud, the thoughtful expression he wore changing into an evil grin. "I love it… The fat man doesn't even know you're the one pulling the strings."

Madame Hydra also smirked in response. "Precisely!" she replied with a note of amusement.

The Hobgoblin looked slightly confused. "What role do you want me to play in this?"

"Just return to the New York HYDRA terminal and await further orders." She replied in a stern tone. "When I require your services again, you will be contacted."

"Over and out…" the flying villain replied with a sense of malice, his smile widening as he hung up on the green-clad woman. Pocketing his phone, the villain increased the speed of his goblin glider, his maniacal laughter echoing into the night as he vanished into the darkness.

Note to Readers: Hope you guys liked his chapter. It was a bit longer than most so far, probably due to the battle scenes. Yeah not much development here, but I figured it was time to add some more action. I'll probably bring the story back to the institute next chapter, seeing how I've been focusing on what's going on in Manhattan for a while now. Sorry if there were any spelling or grammar errors, but it's usually late when I write these chapters for my story.

The lack of support for my story is a bit of a downer, so I hope you guys will **REVIEW**. At times like this I could use some motivation to keep writing the story. I welcome comments, compliments, critiques, criticism, or even story ideas. If you guys liked a particular scene, tell me so I can play off of it in the future, or use it as an example of as a source of inspiration for future chapters.


	15. Chapter 15

**Chapter 15: Shadows of the Enemy**

Disclaimer: I do not own any Marvel Characters of logos.

Norman Osborn let out a weary sigh as he sat in his private laboratory, drawing up the plans for his newest invention. Running a company specializing in the manufacturing of weapons was rather profitable, because he was able to make money in a variety pf ways, depending on who was willing to pay up. Tapping his pencil against the desk, the wealthy businessman grew tired of the night's work and prepared to take a break. It was almost midnight right now, and he had been working very hard fort he past few hours in an attempt to make up for lost time.

His proposed alliance with Silvermane was only beneficial to him because they both shared a mutual enemy, but once the Kingpin was eliminated they would no longer need to continue. Once they were through, he planned to dispose of the old man and further his own ambitions using whatever technology he could steal from the Maggia. Having someone like Alistair Smythe in his ranks, the elderly gangster was bound to have some technology that Osborn could manufacture and exploit as his own, a job made easier by the fact that he had already agreed to help them reproduce Smythe's robotic creations in bulk if they agreed to partner with him.

The corrupted businessman smiled as these thoughts floated through his mind, but a movement in the corner of his eye easily raised his guard. He stood perfectly still and listened carefully for any sign that someone else was in the room, but when he received no answer, Osborn began cleaning up his office. Placing his materials back into his desk, he locked the weapon design he was working on in his filing cabinet. Turning to exit the room, his eyes found a costumed man standing less than yard from where he was. The newcomer wore a dark blue outfit and a mask, his mouth twisting into an evil leer.

Rather then appear frightened, Norman Osborn remained rather stoic towards the intruder. "Is there something I can help you with? If this is the case, you are welcome to make an appointment at the front desk."

"Cut the crap!" Bullseye hissed in a sinister tone, looking unusually bored as he flipped behind his target and pulled him in to chokehold.

"What on Earth is the meaning of this?" the middle-aged man replied, sounding more angry than frightened. Beads of sweat began running down his forehead attacker pressed a knife to his throat, his warm breath brushing against his neck in a frightening manner. "If you don't release me now, I will personally ensure that you'll regret it!"

The assassin let out a hoarse laugh that sounded more like a snicker. "If you read the paper you're probably familiar enough with my work… What makes you think I won't kill you?"

"Because the fat man needs me alive…" Osborn replied with an equally sinister expression.

His attacker pressed the blade of his knife against his hostage's throat as if he found the prospect of the kill tempting, but after a moment of waiting, he lowered his weapon pushed the businessman against the wall. "Well-played…" he murmured with a grudging respect.

The villain pocketed his knife as his victim straightened up, angrily brushing off his suit as he surveyed the other man carefully. Osborn released a tense breath as he began to loosen his necktie. "I know he sent you, but the question I want answered is why? I already agreed to pay back the Kingpin's loan in full… He agreed to give me another week or two, so it doesn't make much sense to see you here."

"Personally I couldn't care any less about whatever crazy deal you made… Just consider me more of a messenger than anything else." Bullseye answered with a devious expression. "The big man knows that you've been in contact with those gangsters on the other side of the city, and he find the prospect of you going behind his back deeply disturbing."

Norman Osborn folded his arms with a witty glare. "Is that a fact? I don't suppose he has any solid proof."

Bullseye shrugged as if they were two men speaking casually on the streets. "The Kingpin has spies everywhere, and enough connections to find out almost anything going on in this country. I'm just here to give you a warning to stop whatever scheme you're trying to pull over on the boss. If you don't comply with his demand, I'll be back…"

"I'll have to remember that…" the CEO responded with an inscrutable expression. "Tell that snake-in-the-grass, Fisk, to contact me personally if he wants to threaten my life."

His unwanted guest smiled again as he seized a pencil on the desk, giving it a casual toss and catching it again in his outstretched hand. "You don't need to worry about the big man right now. Just worry about yourself." He gave the writing utensil in is hand a twirl between his fingers as if playing with the object amused him.

The masked assailant stood up from his seat on top of the desk and calmly made his way across the room, stopping as he opened the door. His target eyed him apprehensively, barely having enough time to react as the enemy struck. Spinning around with inhuman agility, the murderous villain tossed the pencil at his victim's throat in an attempt to penetrate a vital point, but the middle-aged businessman calmly moved shifted his position so that it sailed harmlessly past his neck and hit the wall. Norman Osborn tried to contain a small gasp as he heard a smashing noise behind him, turning around to see that the pencil was perfectly lodged in the plaster of the wall as if it had been fired with the precision and force of a gun.

"Lucky little bastard, aren't you?" Bullseye smiled like a madman, his evil grin enough to scare the average man. Rather than annoyance, he felt amused that there was someone capable of surviving his killing techniques. "Mark my words. The next time we meet, there will be blood painting the streets."

"Indeed…" Norman Osborn replied with a challenging expression as the assassin disappearing into the darkness once more.

Walking back to his desk, the wealthy businessman waited for signs that his enemy was nearby, but when several minutes passed by and none came, he began rummaging through the drawers. After several minutes of searching, he pulled out a small remote control and quickly activated the security grid, making certain that his attacker was nowhere on the premises. A shadowy movement on one of the monitors in his office quickly revealed that the assassin was leaving. He smiled with a look of satisfaction as he saw the enemy retreating with his tail between his legs, and felt satisfied for the moment. There was no way he would allow Fisk to continue pushing him around and get away with it.

A few blocks away, Bullseye was sliding through the shadows in an attempt to return to his employer's lair. Moving through the darkened alleys of New York, he tried to stay out of sight to avoid suspicion. There was very little more to do aside from this small favor, and the only reason the Kingpin hadn't taken care of things personally was because he has an image to maintain and because he needed someone to terrify Osborn into cooperating. While normally successful, the fact that he was ordered not to murder his target was infuriating to no end, and even when succumbing to the urge, he had somehow missed.

The fact that a middle-aged man was able to dodge his attack with such efficiency was unnerving to a master assassin like him. Upon first seeing this he had assuming that it was luck, but Bullseye was known for never missing a target space, and to make matters worse he didn't want to believe that some scrawny rich man could avoid one of his killing strikes. He continued to go over this situation on his head for several minutes while continuing his journey across town, silently observing a few people walking down the street as he stopped to rest a moment.

Two girls were speaking casually as they had just finished shopping, and both were preparing to get into the care parked on the side street. Bullseye smirked as he saw on of them open the door of the vehicle, and fuss to find her keys, giving him the perfect opportunity to strike. After being denied his first kill tonight, the master murderer decided to satisfy the urge before turning in for the night and carefully withdrew a fistful of shuriken from his utility built, looking rather pleased that he had come prepared for such an occasion even though he had been ordered not to kill his intended target.

"Die!" he whispered as he tossed his projectiles into the air, causing the bladed throwing star to fly towards his prey.

Bullseye had aimed for vital points in his attack, but before they could come into contact with the target, a trashcan cover came flying through the air, intercepting his shuriken mid strike. Frightened by the sudden noise, the two girls jumped into the vehicle and drove away at full speed, causing the murderous villain to scowl as a familiar shape emerged from behind him. The person who had interfered with his kill was of a similar height and build, but wore a dark red costume that seemed to blend with the shadows. The top part of his face was also concealed by a mask in a similar fashion to the assassin, but instead of a circular symbol on his forehead, the other man had a tiny pair horn-like protrusions, and the letters "DD" were on his chest.

"Meddling again, Daredevil!" the assailant replied with an irascible look. "I was hoping I would get to kill someone tonight, so I guess you'll have to do."

The masked hero inclined his head slightly as if welcoming the challenge, but when he spoke his voice was cold and emotionless. "You lack the capacity."

The villain spun around as leapt to another rooftop with surprising coordination, but the dark figure followed him with matching dexterity. Bullseye tossed a knife at his adversary, but the enemy dodged the first with his incredible reflexes, using the nightstick in his hand to swat away the second blade. Getting in close enough, the two men changed the fight to a hand-to-hand battle. This continued for a few seconds before Daredevil's brought his club down to strike the enemy, but his opponent tossed another blade he had hidden on his person at the hero, forcing him to move away to avoid instant death.

"You always were an annoying target…" Bullseye hissed with a note of anger hidden behind his normally unshakable exterior.

"It don't see how it makes a difference to someone like you who seems to relish the challenge." His opponent replied bluntly.

Daredevil charged him again with his weapon, but was forced to retreat again as the enemy drew another hidden dagger and parried to strike with his longer blade, shoving the hero backwards and aiming for his heart with a precision attack. Sensing danger, he shifted his body slightly so that the blade missed, further infuriating his opponent. Caught off guard in mid strike, the villain was smashed over the head and fell backwards, leaving an opening again, and allowing to hero to slam him in the mid-section. He fell backwards with a painful crunch, righting himself into a stand position as they prepared to clash again.

The assassin scowled in mixed pain and irritation as he kicked a knife he had previous thrown into the air, using the side of his hand to sent it flying at his old enemy. The hero leapt sideways to avoid the attacks and fought back throwing his nightstick at the deadly assailant, nailing him directly in the shoulder, and creating a distraction so he could get in close again. Kicking Bullseye in the shin, he caught his weapon and prepared to strike again, but was caught off guard as the enemy thrust his arm forwards, using a knife hidden in his glove to stab him in the shoulder.

The masked hero let out a small groan as he choked back the pain and created some distance between himself and the madman, pulling the knife out of his shoulder with a quick tug. "Falling back on dirty tricks… I am not surprised." He commented with a hiss of pain.

"Anything goes in a fight to the death…" Bullseye responded

"Fine…" Daredevil responded with a sense of disgust as the two adversaries prepared to continue the fight.

Before either of them could so much as aim another punch, a strange laughter filled the surrounding skies. "In this battle, no one is going to win… Except for me!" another voice screeched through the night.

Being blind, Daredevil was particularly sensitive all noises and quickly deduced who was coming. The noise wasn't that of a modest chortle, but rather a maniacal and somewhat unstable cackle, like that of a madman. He certainly recognized the voice from previous encounters, but was more disgusted by the smell of rocket fuel and the roar of the engines. A man riding a rocket-powered glider swooped down upon the two combatants, causing them both to duck as he dive-bombed them both like some kind of demented pilot. Unlike the Hobgoblin, this man wore no cloak and a much simpler outfit consisting of a purple garb a matching hat. The mask on his face depicted a goblin, but the skin was a deep shade of green, and his eyes glowed yellow like some kind of demonic entity.

"Die!" Bullseye tossed a fistful of shuriken at the newcomer out of sheer annoyance at having his battle interrupted.

As if expecting this approach, the masked villain moved his glider so that the metal projectiles bounced harmlessly off of the bottom of his flying machine. "Didn't expect a visit from a real villain tonight, said the goblin to the lowly assassin!" he screeched wildly.

The Green Goblin reached into his bag, pulling out a pair of items that appeared to be miniature jack-o-lanterns. He tossed his weapons at the two combatants, forcing them to flee as the pumpkin-shaped bombs burst into a series of explosions. The explosives emitted a loud shrieking noise like someone being murdered as they exploded, adding to the horror of the experience, all while releasing a green-colored smokescreen into the air. He laughed in amusement as his targets fled in different directions, but found it difficult to decide who to kill first.

"Decisions… Decisions…" the flying villain mused to himself in an almost mocking tone.

Daredevil followed his intuition as he tracked the enemy's movements, but it only took him a second to realize that the goblin was after Bullseye. He shrugged off the scenario and began to run in the opposite direction, but was quickly thwarted as another pumpkin bomb went off nearby, the loud explosion messing with his senses as he attempted to get a bearing on sound of the flying villain's glider. Swooping down, the Halloween-themed villain tossed another bomb at Bullseye, this time using a sleeping gas to knock him out. Reaching into his sack to finish the job with another bomb, the goblin was forced to dodge as Daredevil came after him.

The Green Goblin increased his height to avoid the attack and responded with a confused expression. "I thought that this scum was your enemy, so why would you defend him?"

"I wasn't defending him… Just dealing with you. Although I will thank you for removing him from the equation, because that makes this part easier for me." The fearless man stated flatly. "If I can take you down, then that means this city will have two madmen behind bars and off the street tonight."

"Whatever…It's your funeral." The aerial menace replied with a grin as he reached for another explosive.

The blind hero used his acrobatic skills to gain height as he attempted to catch the insane villain, but he was unable to move high enough. His new opponent let out a maniacal laugh as he tossed another series of sleeping gas-filled bombs, but having been too busy enjoying his fun, the goblin failed to notice that someone else had shown up. A noise cut through the night as hero came in from behind by swinging from a higher building, nailing him in the back with a kick and pushing him off of his glider. The goblin fell through the air in free fall for a second or two before pressing a button on his belt, causing his glider to position itself beneath him as he came in for a landing.

He turned around in mid-air and righted himself, bearing down on two opponents once more. The intruder was clearly female, wearing a form-fitting black costume with white gloved and matching boots, her long ivory-colored hair held away from her face by the presence of an eye mask. Her body was notably muscular for a woman, yet she was still very attractive and had a slim alluring figure and noticeable assets. Although she had no webbing like Spider-Man, she was noticeably good with a grappling hook, making her more than a match for the web-slinger in aerial combat.

"Didn't think the kitten actually show up here." Daredevil voiced his thoughts as he recognized the fellow hero's light footsteps and familiar scent.

"I was a tad disappointed to be left out of that mess earlier tonight at the Vault, so I was blowing off some steam by going out on midnight patrol when I ran across you." The Black Cat replied with a flirtatious pout.

The blind hero remained unaffected by her charms and pointed upwards. "Look sharp!" he replied as the enemy tossed another bomb.

They dove away from the explosion, but were quick to react. Launching her retractable grappling hook into a nearby phone tower, she swung upwards and out of reach. Daredevil scrambled after her using his acrobatic skills, barely avoiding a second blast as the enemy unloaded load more explosives on the rooftop where they were fighting. The blind hero used the side of his nightstick to swat away a pair of flying disks, but the projectiles exploded on impact as well, causing him to go flying backwards. He reached out and grabbed hold of a flagpole on the roof, using it stop his fall and swing back upward onto the roof.

"Oh dear, two heroes and only one of me… Whatever shall I do?" the goblin rested the back of hand on his forehead as if he was in distress, but his ensuing cackle indicated his cruel sense of sarcasm. After a moment, he piped up and snapped his fingers as if he had just discovered some great truth. "I know, I'll kill you both!"

Now back to his senses, the blind hero tried to sense his other enemy but realized that the man must have recovered from the explosion and fled. "Where's Bullseye?" he pondered out loud more to himself than anyone else.

Although he hadn't meant it, the Green Goblin heard him and froze before activating his next explosive, glancing around wildly as he realized that his intended target was gone. "What… No!" he screamed wildly, his face contorting with rage as he turned on the blind man. "You pest, you ruined everything!"

At this moment, the Black Cat leapt from her spot and dove at his glider forcing him to move down to avoid being tackled. He reached into his bag for another weapon, but upon realizing he was out of bombs, the masked flyer let out a feral scream. Temporarily distracted, he was unable to react properly as Daredevil came from below and seized hold of his glider, nailing the villain in the leg of his billy club. The Green Goblin toppled over backwards and off of his glider, landing on his back on the rooftop where they had been fighting. His two adversaries stood over him as he struggled to stop his vision from spinning, but as he attempted to rise, the red-clad man placed foot on his chest.

"Care to try that again?" Daredevil replied with an angry expression forming on the corners of his mouth.

The dark-clad woman standing behind him sneered in disgust. "Looks like you're done… Maybe it's time to see who's behind that mask?"

Black Cat reached down to remove the madman's mask, but the Green Goblin only laughed in response to their threats. "You know, this is getting boring." He stated in a matter-of-fact kind of way.

He pressed the emergency button on his belt, causing the glide to smash into his two captors from behind, giving him the leeway he needed to get on board and rocket out of their reach. The female hero launched her grappling hook onto the back of his flying device, but the goblin flew higher and higher in an attempt to shake her off, moving in erratic patters and spin as he tried to shake her loose. She climbed higher in an attempt to reach the villain, but he flew lower, slamming her body into a nearby water tower on a building several roofs away. Daredevil heard her scream and immediately judged where she was and what had happened, doing a quick flip and catching her before she hit the ground.

"My hero…" she replied with a slightly seductive expression.

He placed her on her feet and raised his head in the direction of the goblin's voice. Once he was safe distance away, the Green Goblin turned around and stuck his tongue out at his enemies. "You'll pay for this… All of you!" he screeched to the skies, his voice echoing over the sound of his glider's engine as the wily villain rocketed into the night.

The Next Morning

Professor Xavier had been busy for several days working with the other teachers in the school to handle preparations for the coming school year. The new school year was barely a week away, meaning that the students of his institute would be returning to a place where they were reviled and even feared, a thought that seemed to have increased the tension around the mansion lately. With the recent developments in their cases combined with the troubles of their students, things were becoming far more complicated than he was willing to admit. The powerful telepath had a feeling that trouble was brewing on the horizon, and with some recent revelations on both sides he was beginning to feel the strain.

Earlier that morning he had received word from Scott and Jean, both of which had confirmed Magneto's recent appearance in New York and explained their recent ordeals. In addition to their own troubles, it appeared that his former students had followed Angel's example and had helped him bust some super-powered criminals in Manhattan. It was certainly and unpleasant surprise to learn that the entire city was controlled by these gangsters and villains, but even more of a shock when they gave him the full story about the Kingpin's scope of power along with their new enemy's secret identity.

It was strange to hear that the famous philanthropist Wilson Fisk was actually the man who had captured Logan and X-23 that day in the woods, the fact that his clean records and legitimate façade meant that they really couldn't do much about him. Still, the bald psychic was intrigued even more that the legendary Spider-Man who he had seen pictures of in the Daily Bugle was more than just a tabloid subject, and also not a mutant either. Although he wasn't with them, the professor found himself imagining how crazy things were right now, and was silently glad that he had entrusted two of his most skilled X-Men to investigate Magneto.

As it stood they had found almost nothing about the actual person they were searching for, accept for an eyewitness testimonial from the masked arachnid that the culprit at the museum had indeed been their old nemesis. He had known Magneto for many years now, and even after all this time he still found some of the magnetic mutant's actions very confusing. He claimed to want to help mutant kind, but was willing to give up on those who didn't see things in the same way he did, and was known to harm those who refused to convert to his philosophy. Of course, having lived in a concentration camp during World War II made his warped views a little bit more understandable.

Sitting back in his chair, Charles Xavier waited silently for the arrival of guests. He had called another meeting of the more experienced students and teachers in his school for this afternoon, and was currently gathering up his resolve to tread on some very tender subjects. Sensing the approach of his fellow mutants, the professor turned towards the door as Logan entered, closely followed by Ororo, Beast, Rogue, Nightcrawler, Shadowcat, Bobby, and X-23. The two Weapon X mutants leaned against both sides of the door like guards, both striking very similar postures as the others sat down on the couches and chairs strewn about the room. Kurt and Kitty sat together while Rogue seemed to distance herself from them on the couch, the three armchairs being occupied by Bobby and the two remaining teachers.

"I'm glad to see you were all kind enough to come here." Professor Xavier greeted them with a pleasant expression. When no one said anything, the bald man continued without delay. "I called you all here to day to discuss some recent events that may affect you all, and some that I know certainly will."

Bobby glanced around at the others and smiled. "This is about my promotion into the active roster, right?" he added cheerfully.

"I'm afraid not…" Storm replied with a stern motherly expression, causing the young mutant to sit back down immediately. She nodded at her superior with a respectful expression. "I apologize for interrupting as well, but perhaps you have noticed that Colossus is not present right now? Do you know where he is?"

Hank McCoy looked up as if realizing the metal man's absence for the first time. "Come to think of it, I haven't seen him around all morning."

"Hopefully nothing bad happened to him!" Kitty chimed in with a small frown. "It looked like he was just beginning to get used to life around this place."

"Oh yeah, like there's nothing suspicious about Magneto's old tine soldier running off at night." Rogue replied sarcastically.

Iceman snickered slightly. "This from a girl who seemed to be getting pretty friendly with the exploding card shark back in the swamp."

The gothic mutant glared at him. "Shut up, Bobby." She snapped with a nasty expression.

"Nyeh!" the freezing mutant stuck his tongue out in a childish manner.

Kurt pointed on of his three fingers at them. "You'd better stop before my sister decides to touch you." He warned in his German accent. "This really isn't a good time to start trouble."

"Let em fight for all I care. I'm more interested to learn where the metal man ran off to and why?" Wolverine responded with a casual shrug.

The Professor paused for a moment in thought, but when he looked up at his audience he noticed that they were all staring at him expectantly. Acknowledging them with a small nod, he inhaled lightly and exhaled before addressing the group. "After what Magneto did to his family, I see absolutely no reason for us to mistrust him. Plus he was willing to let me do a small mind probe, and I found no hostility or ill will."

X-23 looked up with a sigh, and to everyone's surprise she actually spoke. "If that is true then your friend probably had a good reason for running off. I don't see why you should treat this situation any differently then you would if you really do consider this man a fellow member of your team.

"Not to mention that he saved our lives and yours the other day." Bobby commented.

"Which is exactly why we should accept his absence and return to the original topics that I wished to cover during this meeting." The bald telepath replied. "If Colossus does not return within a day or so then we will take care of the issue then, but for now I see very little reason for the rest of us worry. As Laura so kindly pointed out, we should trust our new teammate."

X-23 looked slightly taken aback by being called by her new name, but quickly attempted to hide her surprise. Logan seemed to have noticed her awkward expression out of the corner of his eyes and simply chose not to say anything, while most of the others were too busy focusing on he professor to see. Their superior glanced over at her from his desk with a welcoming expression, although he also noted her similar posture and mannerisms to Wolverine and decided that it might be best to speak to her the same way they did to him. After all, both Weapon X mutants seemed to the type of people who would prefer to do as they please, and most people would be foolish to try and stop them from acting this way.

After a moment the professor spoke again, this time speaking to the group as a whole. "Now then, the first matter I would like discuss is Magneto."

"Do ya have anything new yet?" Rogue asked with a curious expression.

"Unfortunately Scott and Jean have not found anything of significance at this point, and Gambit has yet to even report in." The professor replied with a dismal expression. "Cyclops told me that they've been running into some trouble with Manhattan's criminal population, and were recently involved in helping Angel stop a very dangerous group from escaping the local penitentiary. It pains me to say this, but with so many deadly threats in that city, I am beginning to believe that allowing them to go was a mistake."

"Not to mention the fat guys that came seconds from breaking me in half." Iceman replied with a slight shudder at the thought.

Wolverine snorted in response to this. "Screw Magneto's wacked-out plans. I'm more curious about who this Kingpin guy is and what the Supreme Hydra offered him to capture X-23. It's even more suspicious that those creeps just so happened to run into is in the woods."

"Magneto ran into me awhile a short time before we were captured." His female counterpart replied with a bitter expression. "Oddly enough he seemed to know who I was and where I came from. Maybe he was angry that I turned down the offer to join him, and somehow managed to pass around the information to the others."

Beast struck a thinking pose and considered her for a moment, but seemed to reject any of the possibilities. "I don't see what he would have to gain by making deals with gangsters and super villains. Having fought Magneto for a while, the rest of us know him well enough to say that he wouldn't have killed you had he really been upset by your refusal."

"Maybe he would have been doing me a favor, if that were the case." She responded bitterly.

An awkward silence fell over the room for a few seconds as several of the students looked slightly distraught. Rogue seemed not to care and looked unfazed by her comment, while Kitty was noticeably more disturbed by this. Iceman twirled his index finger around the side of his head and let out a slow whistle, while the blue-skinned teleporter sitting with the two girls silently blinked a few times. Wolverine placed a hand on the girl's shoulder like a parent, although from the slightly awkward expression lingering around the corners of his mouth it was clear that he wasn't used to being so friendly.

"I already told you once before, don't go spitting out crap like that… Don't even think it." He replied with a disapproving expression, his eyebrows furrowed angrily. His expression softened if only slightly, but his grip loosened as he pulled away from her. "Those bastards messed you up. I know how it feels, but you gotta move on."

"He's quite right." Charles Xavier replied with a more serious expression. "Dwelling on past misfortune will not help, especially for a young lady in your position. I will not pretend to understand what you have been through, but I pray that you will look towards the future now that we have given you a place to call home."

Another short silence began as the mutants turned to face their newest member, but Professor Xavier took advantage of the temporary pause to seize control of the meeting once again. Reaching into his desk, the bald telepath removed a newspaper clipping from the drawer. It was a printout of something that Warren he sent to him via e-mail around the time the others had reported their experiences in Manhattan, but since Logan was interested in the subject he figured it was good idea to address this issue. He glanced around at the assembled mutants, silently inspecting their reactions as Bobby almost slide backwards off his chair. Wolverine growled while X-23's feral gaze immediately gravitated towards the picture in their superior's hand.

"I take it those of you who were present during the rescue mission recognize this man." The professor replied tactfully.

"That's the guy!" Iceman blurted out, looking aghast that his would-be killer was staring at him from the newspaper printout.

Wolverine looked surprised by this new development. "That's the creep we saw, but how the hell did you get that picture of him?"

Charles Xavier placed the picture on his desk and folded his hands gently over it. "Angel has fought quite a bit of crime in Manhattan in recent years, and has kept several resources that he believes are relevant to the cases he has seen. In the accompanying message, Warren claims that organized crime in New York and a large percentage around the world is controlled by this one man… Warren believed that local philanthropist Wilson Fisk was the true crime king, a fact recently proved when Scott explained their recent encounter and confirmed his suspicions."

"Why don't the police just bust this jerk and get it over with?" Nightcrawler asked with a slightly confused expression.

"In organized crime, law enforcement often can't find enough evidence to catch the person in charge, and most are to scared to rat out their superior." Beast reached forward and put on a pair of glasses as he scanned the paper that had been on the professor's desk, a grim expression appearing on his face after a moment of reading. "Judging by this article, this man seems to be well-liked by the public for his charity events and donations to the city. Combine this clean image with the lack of solid evidence, and accusing him of being the Kingpin becomes nearly impossible."

Rogue let out an unladylike snort. "At least Magneto and his army of creeps don't go round pretending to be saints."

"Speaking of which, I discovered something interesting based on the limited knowledge that Scott and Jean were able to obtain from the museum's curator about that artifact that our friends stole." Beast interjected with a thoughtful expression.

After getting the attention of the others, Professor Xavier gestured politely. "Please do tell us what you found out…"

Hank McCoy nodded compliantly before speaking. "As noted in the news, the crystal he took was not one of the more valuable in the gallery, however I did find a point of interest that may be worth looking into. Magneto was obvious not trying to make money through this crime, but an interesting fact to consider, is that the object of interest is only one of a set of three such artifacts that exist."

"What's the point in knowing that?" Iceman pressed him impatiently. "Unless you somehow figured out what he's going to do next, then it doesn't really do us any good."

"Are ya'll stupid or just a mite slow? If he purposely exposed himself to nab one, the creep might go after the others too." Rogue answered curtly.

Beast nodded in agreement. " I also believe that this is his plan, although despite my extensive searches I have not found any particularly useful information in relation to our case. However I see familiar trend here, similar to the time Mesmero was searching for the keys to Apocalypse's prison." He turned to his superior. "Since you received visions during your time as one of his Horsemen, is it possible that Magneto may have seen something too?"

Charles Xavier's mouth opened slightly as he considered the idea, his serious expression becoming inscrutable for a second. "Yes, perhaps Magnus saw something too…" he pondered out loud. "If that is the case, there may be more to his recent actions then meets the eye. Apocalypse may be gone, but perhaps a part of his legacy that remains."

"Wasn't he from Egypt, and then imprisoned somewhere in Tibet?" Kitty responded with a doubtful expression. "If that's the case, how could some random artifacts from China be connected to his reign at all? It just doesn't make that much sense when you try to add it all up."

"Of course this is only a theory, but it was the only thing that I could come up with considering how little information there is on the gems." The bestial responded with a careful shrug. "As a researcher, I can't say that my hypothesis has been proven true in any way as of yet, nor do we have the necessary supporting evidence."

"Nevertheless I will bear this in mind while we continue searching for answers." The professor replied with a small nod, clearly looking interested by the theory.

"What about Mesmero?" Storm suddenly added in with an apprehensive look. "Apocalypse used him as a herald, and likewise he may have known more than what was revealed to us."

Wolverine lifted his head with a look of interest, although a note of cynicism remained. "Even so, the weirdo vanished after his boss was defeated. The last we saw him was the time Charles pulled the knowledge of Apocalypse's plans from his mind, and then he fled into the woods behind the mansion. Although I was hoping for it at the time, with our luck he probably got eaten by wolves."

The furry mutant nodded in agreement. "Based on his past records, I've occasionally searched for his whereabouts in case he starts more trouble, but nothing ever turned up. For all we know, he seems to have disappeared from the face of the Earth."

"Yes, and with so little knowledge of his whereabouts it would be foolish to send someone to hunt him down." Charles Xavier replied with a barely noticeably sigh. Looking up, he quickly resumed his normally calm exterior. "We have much to be concerned about right now, but my recent sessions with Cerebro have shown me one thing… Magneto and his Acolytes appear to be recruiting more mutants to their cause."

"How many does helmet head need?" Logan snapped impatiently.

"I do not know, but we should probably keep an eye out on the Brotherhood in case he attempts to contact them as well." Storm responded.

The professor nodded. "Now that you have mentioned them, there is something rather disturbing that I wish to inform you all, especially the students."

"So what is it?" Kitty Pryde leaned forward anxiously.

"It concerns those of your returning to Bayville High next week to begin the school year." The bald telepath pulled out an envelope with the school seal stamped on the corner, and quickly removed the letter within. "While I was submitting the former to register the students of the institute for the coming year, a small detail surprised me."

He held out the letter to Shadowcat, who seemed pretty calm until she read the heading where the names of the administrators were listed, her mouth opening in surprise. Kurt leaned in behind her out of curiosity, although his eyes widening slightly as he fell backwards onto the couch once more. Although Rogue seemed indifferent at first, her adoptive brother's constant nudging caused her to give in just to stop him. The southern belle snatched the discarded paper from the place where Kitty had left it, letting out a muffled snarl as she practically threw the paper back at their superior. The box for principal's signature bore the words. "Raven Darkholme".

"You've got to be kidding me!" Rogue raged at him, quickly reeling in her temper as he shook his head bluntly.

"Like it or not, it appears that Mystique has returned to her previous post after Principal Kelly resigned at the end of the last school year." The professor explained with a slightly pained expression. "I personally made certain that this was true before deciding to tell you the truth."

Kurt looked confused by the notion more than outraged. "It doesn't make any sense why she would come back here." He glanced at his adoptive sister, who seemed intent on ignoring everyone. "It makes me wonder why our mother would come back at a time like this."

"Shut up! That thing isn't my mother!" she replied with a scathing glare, although his hurt expression cooled her anger. The power-absorbing mutant seemed to calm down a bit before turning back to face their mentor. "Right now, I'd rather drop-out of school then see that woman again in my life."

"You are free to do as you wish, but no one will blame you for the way you feel about Mystic." The psychic began carefully, his eyes looking at Kurt for a moment. "Both of you."

Nightcrawler looked away rather than give him a direct answer. Although he understood why Rogue despised their mother so much and even shared these sentiments the majority of the time, there were moments when he wondered if he could ever truly hate her to the same extent. She was sneaky, deceitful, manipulative, and perhaps even evil at times, but no matter what the case she was still their mother. Perhaps the fact that his sister had been adopted had something to do with this obvious difference of opinion, but at the same time Kurt understood that Mystique had given birth to him, and thus she allowed him the chance to live life. Perhaps it was for this sole reason, that he did not completely revile her.

The sound of the door slamming quickly woke him from his thoughts as Rogue made her exit, shoving Logan aside with a frustrated sneer as the door closed behind her. The blue-skinned mutant hesitated for a moment before following after her, even though he knew that it would do him no good. She often said otherwise, but he considered himself to be her little brother, and felt obligated to see if she was all right. After all, she had been through quite a lot while he had spent his life growing up in the arm of two loving parents. He cast the others an apologetic wave before following her lead and disappearing into the hallway.

Professor Xavier rubbed his temples as if praying that things would turn out all right, but the fact that everyone was still present meant that he couldn't just leave them to meditate on the subject and after a minute he continued as if they had not been interrupted. His eyes gravitated towards X-23, who immediately noticed his gaze and returned his expression with a focused glare. It wasn't a hostile response, but more of a distrustful one. Of course he understood this attitude and shrugged off her behavior before addressing the next subject.

"Now then, I believe now may be the proper time to discuss our newest recruit." The telepath began, his voice bearing no signs of the previous stress he had felt.

She opened her mouth to comment, but Wolverine stepped forward instead. "What exactly do you mean? You already placed her on the active roster and took care of the legal mess, what else is there?"

This outburst garnered the attention of the other teachers who watched with interest, but Charles Xavier remained undaunted. "I was merely wondering if Laura wishes to attend school this year with the other students. Personally I worry that it may be too soon when we consider her lack of social experience." He turned to face her. "What do you desire?"

X-23 hesitated for a moment as if someone had glued her tongue to the roof of her mouth, but her deliberation was rather quick. "I may have been trained to blend in with society, but I have no desire to attend a school. I know hoe people act in society, but such things mean very little to me…" she replied cryptically.

"Once again, I will except your decision." Xavier replied with a knowing smile. "Of course, if the time ever comes when you change your mind, I shall be more than happy to make the arrangements for you."

She shook her head but seemed to be accepting of his judgment. The Weapon X mutant found the idea to be bothersome at best, but for now was not directly concerned. Wolverine did not object, nor did he ever look her way at the moment, having expected her reaction to be something like this. The professor was undaunted by her refusal and continued on to the last major topic he was hoping to discuss, although this time it was something that didn't directly connect to them, but was a point of concern nonetheless.

"The last thing I wish to say involves everyone here." The telepath said, making a small gesture with his hand. "I am not certain if this relates to us, but an independent science foundation recently bought out the Power8 Factory on the other side of town."

"How does this relate to us?" Shadowcat questioned with a lost expression.

Storm looked at the younger girl and shook her head. "Perhaps you remember what happened to Evan? The factory produces a substance that while completely harmless to ordinary human can be used as poison to mutants. Naturally it would be suspicious that anyone would want to buy such a potentially hazardous product unless they had an interest in the second usage of the drink."

"Quite right…" Professor Xavier replied, looking relieved that they had caught on so quickly. "I too believed that this may be the case, but cross-referencing my findings with recent information gathered by Scott and Jean has made this situation seem all the more precarious. The company that purchased the factory was sponsored by Wilson Fisk."

Wolverine folded his arms, raising an eyebrow in confusion. "The fat man made it pretty clear that he only had limited interests in mutants when he had me and kid strung up like a caged animals. If he was telling the truth, it doesn't make that much sense."

The hairy mutant sitting beside storm considered them for a moment. "Maybe he has some mutant enemies?"

"That is my belief, but I only urge that the rest of you tread cautiously. I cannot urge this enough at a time like this." The bald telepath warned his colleagues and students. He inhaled an exhaled calmingly before looking around with a more neutral expression, gently folding his hands as he relaxed his shoulder. "I believe that is all I have to say to you all for now. Once again I apologize if this briefing was an inconvenience, but you are all free to go about your business."

"About time…" Wolverine replied as he shrugged off the crippled man's apologies and left the room with a casual wave.

Kitty and Bobby left rather quickly, closely followed by Storm who appeared to have something on her mind at the moment. Professor Xavier watched as the others left his study, but Beast was the last to rise from his seat. The blue-furred man lumbered towards the exit in his animal-like locomotion, although being a scholar and a scientist, he was interested to learn something else even though it hardly seemed to make a difference. Stopping midway through the door, he felt the strange urge to ask his question, and turned back to face the man in the wheelchair. Seeing his hesitance to leave, the professor wheeled out from behind his desk and spoke t his colleague.

"Is there something else you wanted to say?" the psychic mutant questioned tactfully.

Hank McCoy paused for a minute, gently scratching his furry back with his left hand. "Having studied many fields of science myself, I was wondering something. What is the name of the organization that bought out the Power8 Corporation?"

The professor folded his hands in his lap and quickly recalled what the answer. "I believe it was a private research group known as the Landon Science Foundation." He noticed that the large man seemed to tense up at this revelation. "Is there something wrong?" he asked with a genuine hint of concern.

Beast shifted uneasily. "I just thought there was something familiar about it… It's nothing really. I… I must have been imagining things." He replied with a forced smile as he turned to leave.

Without so much as a backwards glance, the hairy mutant exited the room and went into the hallway, the heavy wooden doors closing behind him as he left. The professor did not bother to read his mind due to his morals, but this Hank McCoy wasn't particularly concerned about that right now. It wasn't just his imagination that caused his reaction back there. Years ago when he first became a scientist, Beast had been desperate to stop his mutant powers from turning him into a monster, and had confided his problem to a good friend and colleague. They spent years working together to find a cure, eventually developing the serum that had originally held back his beastly transformations.

Despite this partnership, his partner slowly developed a hatred of mutants, which grew worse as they studied the condition. One day when they had finally thought they had come up with a cure, there was an accident with the chemicals in the lab, which permanently mutilated parts of his colleague's face and body. The man became noticeably warped after that point and instead changed his goal to destroying all of mutants, which caused a falling out between them. Hank McCoy quit his job as a scientist and became a teacher instead, but his friend continued to strive towards this insane goal.

Beast sighed with an eerie expression, the name spoken by the professor having reminded him of his old friend, Herbert Landon. Due to this in combination with the recent news, he wondered if the Landon of this science foundation was indeed the same man he had once called a friend. Pushing back the thought for the moment, he headed back to his room and decided to catch up on some reading in the hopes that it would calm his nerves.

Note to Readers: Well I can't say support for this story is up right now, but I hope you all enjoyed it. I think you guys have seen the full spectrum of the gang war in New York, but it won't be much longer until you find out how this connects to the main story, and the plot being set up by HYDRA. I usually write when it's late so please forgive any spelling or grammar mistakes I might have made. I actually edited the previous chapter, so if you ever want to read it again, you'll find it reads more smoothly than before.

Like I said, support for my story seems to be at an all time low right now, so please **REVIEW**. I could really use critiques, constructive criticism, or even some compliments if you guys liked something in particular about my story, that way I can play off of it or use it as inspiration for future chapters. If you have any ideas of characters or other things you want me to include, please feel free to tell me.


	16. Chapter 16

**Chapter 16: The Underground**

Disclaimer: I don't own any Marvel Characters or logos.

X-23 sat staring out the window of her room, silently watching the other students play some kind of game in the yard outside. It looked as though they were just goofing off due to the blatant use of their powers and frenzied yells from their instructor, yet for some reason the notion didn't disgust her as much as it had before. She had spent her life watching families from a distance and wondering what it was like to live among ordinary people, but watching those mutants causing a ruckus and randomly destroying things when they should have been training was something she couldn't quite grasp at the moment.

Thinking back her own life had been filled with the most grueling training imaginable, and she had never really considered goofing around the way the other students did while undergoing training at the Xavier Institute. According to the professor, this was a place where people like them could come to learn how to control their powers, but seeing them making fools out of each other was hardly amusing. Of course HYDRA would have punished her had she shown any semblance of these activities, but even when free of their grip she was still uncertain about many things, as if her mind remained trapped within the confines of the conditioning they had subjected her to at a very early age.

The sound of a door opening quickly caught her attention, causing her to spin around on instinct, her claws protruding defensively as she turned to face her unwanted visitor. Seeing the face of her male counterpart, the young mutant retracted her weapons and frowned in his direction. He sat down on the bed on the other side of the room, having caught her staring out over the school ground only seconds before. Although his expression implied that he had something to say, he remained quiet and seemed to stare off into space for a minute of so. She pretended to be admiring the scenery during this time, but upon realizing that he wasn't planning on going anywhere, she became more annoyed with anything else.

The volatile mutant leapt from her perch on the large windowsill, having grown tired of the treatment she was receiving. "Well…" she began with a scathing expression, her face tightening with irritation as she rounded on him. "What do you want?"

Wolverine looked up as if noticing her for the first time, although a growl escaped his throat in the process. "Looks like someone got up on the wrong side of the bed this morning." He replied with an indifferent expression. "That's assuming you didn't stay up all night in case the rest of us came after you in your sleep."

She sensed his mocking tone and scowled in response. "I don't see why you bothered coming all the way here. Answer my question from earlier, and be quick." She added bluntly in an attempt to resist her violent tendencies.

He folded his arms with a knowing expression, once again remembering the way he used to be after the Weapon X Project. Although he normally would have lashed out verbally at a student for being so gutsy around him, something inside him seemed to tell him that it would be a bad idea right now. Folding his arms in a more relaxed manner, he eyed her for a second before trying to address the volatile girl sitting in front of him. She had a nasty attitude and powerful temper similar to his own, making him aware for the first time in a while exactly why a lot of people treaded so cautiously while speaking to him. After returning her glare, he stood rubbed a hand behind his head and closed his eyes as if paying for patience, trying to find a way to word this next part properly.

Logan heaved out a sigh and shook his head. "Just shut up and listen… You haven't been around lately and Charles was beginning to wonder if something was wrong, so he sent me."

"I don't need your help." She replied with a stubborn expression, turning her gaze away from the man sitting behind her.

"It's ain't exactly a thrill for me either, but the professor thinks that it would be a good idea if someone kept an eye on you. Due to our… circumstances… … He figured it might as well be me who gets the honor of baby-sitting you."

X-23 stood up with a grumpy expression, looking more insulted than before. She closed her eyes for a second and contemplated quickly that they were only trying to help her, and although her fearsome expression did not change, she spoke in a more controlled tone than either of them had expected. "I can take care of myself just fine, and will come and go as I see fit."

"If you want to learn how to be a part of this team, then you shouldn't be so afraid to talk to other people. I know how you feel and can agree with you for the most part, but the folks around this place aren't always as annoying as they seem." The male mutant folded his hands in his lap, looking uncharacteristically civil for a change.

She glanced out the window once again, her eyes becoming lost in their games briefly before she turned back to face him. "Those students outside…" she began with a harsher expression. "They all lack vital discipline and seem to enjoy making each other looks like fools when the objective of this school is to teach them to optimize their mutant abilities. Does that not go against the reason why this institute exists?"

"You really overanalyze some things." Wolverine replied with a slightly exasperated look, although as he considered her past experiences, his thoughts returned to the day after that fateful night when they first met. "Believe it or not, sometimes kids just have to be kids and goof around… You know, have fun and relax a little by doing something they want to do?"

A second silence fell as she sat down in the chair next to the room's desk. She faced the wall and rested her chin in her hands, which she propped up in front of her face, elbows positioned on the surface of the desk. Staring at the wallpaper, she tried not to consider his last comment and pretended to be interested in the designs, pretending to be interested in the floral depictions on the walls. Several minutes passed with neither of them speaking, but she quickly grew bored and began to notice that his resolve to continue this conversation was just as strong as hers was to end it, and perhaps even more so.

His last few words had somehow left an imprint on her, maddening her normally focused mind and causing her to count the symbols on the wallpaper in an attempt to stave off the temptation to continue their encounter. She wasn't compelled enough to actually flee the room, but at the same time something seemed to be eating away at the back of her mind. Giving into the temptation after what seemed like forever, the young mutant turned around to face her old counterpart, immediately catching his attention in the process seeing how he had been watching her back like a hawk the entire time.

She scowled at the realization that she had not sensed this sooner, but after a moment her expression became softer and much less hostile, although the hardness did not die from her eyes. "I just wanted to know one thing…" the younger mutant began.

"Yeah…" Wolverine pressed her in his gruff tone, raising in eyebrow inquisitively.

"What exactly did you mean when you were talking about the other students?" she began, her unshakable façade beginning to unravel slightly. "What exactly is the desire to have fun, and where does it come from?"

The older mutant suddenly seemed troubled by her words, although it would have been hard to tell just be appearance alone due to his tough exterior. He sat in thought in a similar fashion to what she had done moments before, although in complete honesty, he wasn't the best person to ask these kinds of questions too. Hardly the life of a party, Logan wasn't entirely sure how to describe it to her when he himself wasn't exactly the best at having fun. He glanced out the window himself and watched as the mutants in training started giving poor Beast a hard time, although putting the notion into words was hard for someone whose painful past was hardly better than that of the person he was talking too.

Wolverine exhaled at least, realizing that he had not been breathing while trapped in his own train of thought. Scratching his head, the adamantine mutant at last shrugged in response to her question. "You and I were made from the same mold…" he stated in a painfully obvious way. "I'm not exactly an expert on the subject myself, but fun is basically something that people do for the sole purpose of enjoying themselves."

"Such activities would never have been permitted while I was being used as a weapon for HYDRA. Even now, I find it strange that my mind has trouble grasping what appears to be such a simple concept." She responded with a note of pain hidden behind her serious tone. She paused awkwardly before making eye contact with him. "What can I do to understand this?"

Her male counterpart displayed an equally confounded frown, but perhaps the answer had been more obvious then he could have thought. Seeing how she seemed to be very similar to him in many ways, Wolverine thought about what he did for fun and used himself as an example for this situation. While it seemed like a long shot at first, perhaps he could get through to her by using his own views on the subject.

"All right, maybe you can start by telling me if you've ever received a sense of accomplishment or some kind of thrill that you enjoyed to any extent." He started the new approach. "Y'know, some kind of activity that made you feel like you had done something worthwhile or useful for any reason."

The female mutant raised an eyebrow as she thought carefully about her own life. She realized that convention joy had been rare if not completely nonexistent, but instead her thoughts returned to her many battles. Her claws seemed to protrude slightly at the thought, but the young mutant quickly reeled them so as not to appear hostile. She looked up at her counterpart as he stood from his seat on the bed, and the two faced each other once more.

"I derive enjoyment from bettering my fighting skills." X-23 replied n with a slightly hesitant quality to her voice. She paused again before adding something else. "And throughout my life I have perhaps developed a fondness for the thrill of battle, and the accomplishment that comes with victory."

Wolverine seemed unsurprised by her answer and instead turned to watch her classmates outside before looking back at her with a more alert expression. "So you think that those little brats outside are wasting time and you like fighting… I just thought of something that you could do that you might prove beneficial to everyone else, and give you something to occupy your spare time with."

She looked up with a much less heated expression, for the first time looking mildly interested rather than angry or saddened. "What exactly do you have in mind?"

Her male counterpart turned and headed for the door without even turning back. "You're an interesting kid, but before this goes too far I'll probably have to ask Charles for the necessary approval."

"I thought I told you to stop calling me a kid!" she snapped back into her normal demeanor almost instantly, her brows furrowed and shoulders tight.

Logan stopped as he reached the exit, not even bothering to look back at her as he gently pulled the door shut. "Whatever you say… … Laura…" He added with a note of finality before disappearing completely from view, leaving behind a very baffled young mutant in his wake.

Unable to properly react, X-23 found herself trapped in thought once again. She waited in silence as his footstep died away, leaving her alone once more. She collapsed onto the bed and let her arms rest loosely by her sides, silently staring at the ceiling. It was strange that after going by an experiment number for her entire life, they had given her a name. The feeling was so foreign to her that the young mutant found herself pondering her life for the umpteenth time since her arrival at the Xavier Institute. Lapsing into a state of mediation, she found herself relaxing for the first time in what may have been years.

Her neck muscles loosened as she contemplated what she was going to do next, and how she was going to deal with these newfound emotions. Still if one thing was clear, it was that she didn't understand the purpose of several emotions, and wondered now if she really wanted to learn these things for herself. Considering her situation, perhaps it was best for her to wait and see what would happen next, and how things played out from this point onward. If HYDRA had really wanted her back they would probably have come here by now, but now that she had time to contemplate this, it made her wonder what they were up to now…

In Manhattan

Bullseye stepped over the threshold leading into the cavernous room where his employer did business, his feet tapping gently against the metallic floor as he approached the man sitting behind the control panel in the center of the room. The entire place was spacious and brightly lit, filled with monitors from which the Kingpin coordinated organized crime throughout the world. The large control panel which he used as a desk was wired to almost every database on the planet, allowing him to not only discover almost any piece of information he desired, but to control the flow of said information as he saw fit.

The larger man watched from behind his desk, quickly looking up from his work as his visitor approached. After a brutal staring contest which seemed to last forever, the Kingpin sat back in his seat and folded his hands in his lap, looking slightly more relaxed. "I see that you have finally returned." He began. "I trust that your mission last night was a success?"

"If you were as informed as you pretend to be, then perhaps you would already know." the assassin replied with a villainous smirk. Upon seeing his boss scowl, the murderous man's smile deepened in amusement. "Before have a conniption, let me begin by saying that I accomplished my mission…"

Wilson Fisk raised an eyebrow in amusement, his arms settling onto the sides of his chair as his eyes moved towards the villain's left leg. "If that is the case, then why do you appear to have a limp? No doubt things didn't go as smoothly as you have claimed thus far?"

His employee's smile seemed to fade slightly as he considered the events of the previous night, but after a moment he decided to explain things from the beginning. "I gave Osborn some death threats, but on the way out the arrogant bastard's attitude prompted me to kill him."

"I thought I warned you not the do anything stupid… He may be a fool, but Norman Osborn's resources are valuable to me!" the Kingpin stood up and leaned forward menacingly, his hands braced against the front of his desk as he fumed angrily.

"Hey, no need to get violent, big man." Bullseye added, gently waving his hands in front of his body sarcastically. "As fate would have it, the old fool actually managed to avoid death by an inch. Not certain how he did it, but it looked as though he had anticipated the whole thing, although what happened is beyond me."

The crime lord sat back down with a calmer disposition. "I sincerely hope that your injuries are not a result of your encounter with Osborne, otherwise I may have to find a more competent mercenary to carry out my orders in the future."

Bullseye frowned this time, although it was only seconds before his trademark grin returned. "I actually went through hell on the way back to my place. Figured I'd kill someone to make up for missing Osborne, but that pest Daredevil showed up at the worst possible time and ruined my fun."

The Kingpin looked more surprised by this sudden revelation, but his anger seemed to emerge again. "So, that meddlesome insect is back in town?" He growled fiercely.

Having clashed with the blind superhero many times in the past, Wilson Fisk knew how formidable an opponent he could be. More recently he had come to see the fearless man as just as big a threat as Spider-Man himself, made worse by the fact that the two would often team up to foil his operations in New York. Although the former had disappeared for a while, he usually proved to be the more relentless of his two main enemies. While he was unaware why, it seemed as though Daredevil had largely dedicated himself to bringing down the Kingpin's criminal empire by thwarting him whenever possible. For some time he had dealt with the web-slinger alone, but now that his second nemesis had returned, things were bound to become more complicated.

In addition to his two arch nemeses, he was now faced with the possibility of fighting those mutants that recently appeared in the city after the incident with HYDRA that had happened only days ago. The city's other heroes, Angel and the Black Cat were also thorns in his side, although with the sheer amount of crime in the city, they were usually busy handling a variety of cases and left his person endeavors lone. As if sensing the other man's questioning gaze, the crime lord realized that he had temporarily forgotten the current situation and instead he settled into a more comfortable position.

He resumed the conversation as if there hadn't been a pause. "I assume you lost this battle?" Fisk added with a note of intolerance barely hidden.

Bullseye remained impassive as he spoke to his employer, his nasty smile replaced by an unreadable expression. After several tense moments, he shrugged off the other man's hostilities as if they were discussing the matter over drinks. "I would have killed Daredevil if an old friend of yours hadn't shown up."

"Was it Spider-Man?" the Kingpin's voice deepened noticeably as he subconsciously cracked his knuckles.

"Nope…" the blue-clad assassin replied a more serious expression. "That psychopath wearing the Halloween costume popped in on his jet sled and tried to kill us both. Would've killed him too, but the freak began tossing around smokescreens and knocked me out by lobbing a few poison bombs in my direction."

Wilson Fisk paused before answering, his expression one of mingled shock and outrage. When he spoke again, his voice was rough, but also much calmer than his guest had expected. "The Green Goblin is alive?" he asked incredulously.

"Wouldn't have believed it myself if the freak hadn't tried to kill me." The hired killer replied with a note of sarcasm, the corners of his mouth twitching slightly in anger. "It's always fun to be the hunter, but I'm not so fond of being the prey."

His employer seemed to take another moment to think about their options, but after a minute or two of silence, he smiled as though he had just thought up something interesting. "If you despise being the victim so much, than perhaps you would like to do another job for me that requires your kind of skills."

Bullseye shrugged with a slightly bored expression. "I'm listening…"

Kingpin rubbed his hands together in menacingly. "The sad fact is that my hands are tied at the moment with several operations and even more enemies attempting to remove me from my seat of power, and because my resources stretched remarkably thin." He paused with an analytical expression. "If you truly desire revenge on Daredevil and the Green Goblin, I am willing to pay you handsomely if you can bring me the heads of either."

The hired assassin smirked in response to this request, having considered this option himself. He surveyed the much larger man through scheming eyes for a moment before nodding his agreement. "Sure thing, boss man… So long as I can kill them on sight, I'm in!"

"That does sound like what a common killer like you would say." A third voice replied before either of them could answer. The crime lord and his hired assassin immediately turned towards the direction of the voice as a secret door in the wall slid open to reveal the source. Herbert Landon entered the room, pointing a clawed hand at the blue-clad man.

"Well, if it isn't the guy who put the frank in Frankenstein. What's the matter? Another one of your experiments backfire?" The killer replied with sense of bloodlust dancing in his eyes.

Wilson Fisk shook his head disapprovingly. "Now, Landon… this man is our guest." He replied with a note of sarcasm, his gaze hardening as he looked between his two subordinates.

"I will do well to remember that." The deformed man replied darkly, his bestial eye swiveling back towards the insane assassin as he stepped forward. "Anyway, I have something that you may be interested in right now."

After a moment, he sauntered towards his employer's desk with a businesslike expression, his half-disfigured face alive with a sense of excitement. He exchanged a look of irritation with Bullseye, who seemed amused by his presence while the deformed scientist was clearly disgusted with being in the same room as him. He leaned forward and handed a small package to his superior, giving him a warning look as if he had expected as much. The Kingpin took the box in his outstretched hand, using his free hand to take the envelope from his loyal lieutenant. Their guest seemed uninterested in the proceedings, although his boredom was quickly remedied as the crime lord addressed him again.

"You are dismissed…" the Kingpin replied with a dour expression, waving his hand as if he were no longer interested in the hardened killer's services.

As if expecting this, the assassin stepped onto the section of floor in front of his boss's desk and gave them a casual wave as the Kingpin pressed a button on his control panel, causing the elevator like segment of space to bring him down through another secret passage in his office. Landon watched as the segment of floor rose back into place without their guest and knew that he had gotten off on the secret floor below where villains usually came and went. The scientist seemed to be satisfied and moved in front of his master's desk.

"Now that he's gone, I would like to inform you that we recent obtained that artifact you were searching for." He explained with a look of excitement.

His master gave the box a little shake like someone who had just received a gift. "This did not take as long as I would have expected. I trust that getting your hands on this gem was not as difficult as we originally anticipated?"

Herbert Landon let out a dry chuckle in response to this question. "We purchased it from a museum in Germany less than a day ago, and had it sent to Manhattan via private jet. Naturally this didn't take very long once we discovered where to find the artifact in question. The owner refused at first, but the sum we agreed on was more than enough to change his mind." His expression dulled as he considered how much they had paid. "I trust that you plan to use this rock in order to enact your master plan?"

"What else would I possibly do with such a cheap trinket?" The Kingpin scoffed as he reached into the box and withdrew a red crystal that fit in the palm of his hand, silently marveling it with his evil gaze as he held it between his large fingers. "The true value of this worthless chunk of Earth lies in its usage."

"Exactly what I was thinking…" the scientist replied with a strange leer. If Magneto desires these artifacts, then all we need do is publicize this little find, and then wait for him to come to us, and with him the secrets of Project Rebirth that you have sought for so long."

The Kingpin wore a satisfied expression. "That was my master plan from the very beginning, although at the same time I have begun to wonder why such common crystals would be worth anything to them. Perhaps those mutants that clashed with Kraven's team at the prison have something to do with this as well" he folded his hands inquisitively, considering the possibilities to himself.

The deformed researcher nodded in agreement. "Now that you mention it, we have been running into a many different problems associated with mutants lately. I originally thought it was of little importance, but our network of informants has alerted me that these unwanted guests have been scouring the city asking questions about the recent museum robbery executed by the very same mutant that you seek the capture."

"If that is the case, then it may do us some good to do some research on this object before we use it as bait." Wilson Fisk replied with a note of interest. "Perhaps it will give me some insight into these recent events and how they may be connected to each other."

The much larger man placed the crystal back into its box, and handed it over to the disfigured scientist who immediately pocketed it for safekeeping. His minion complied with a small nod as he considered their current standing, but after a minute of so he immediately remembered exactly what else he had planned to say. Having begun to walk in the opposite direction, Landon stopped his procession and faced his master again. While the Kingpin appeared to have preoccupied himself with his work once more, he looked up when he noticed that his guest was still present.

"As your lieutenant, I feel compelled to remind you that Kraven, Rhino, Sandman, and the Vulture are currently searching for Magneto as we speak." Hebert Landon replied with a knowledgeable expression. "Perhaps you should recall them, seeing how we already have what we need to stage our trap for the mutant. After all, allowing them to run free may not be necessary now."

Kingpin thought about it for a few seconds before shaking his head. "I have no reason to do either of those things, considering that we have both ends of the playing field covered."

He shook his head. "And what exactly do you mean by that?"

The criminal mastermind seemed to find his moment of confusion entertaining and quickly began to explain. "While those villains are out searching for my prey, we will continue to prepare here in Manhattan. No matter which direction in which this mutant chooses to move, I am still the victor in the end."

Landon leaned forward nervously. "And if the enemy captures those villains and tell him what they know, it might not prove so beneficial to you."

"Those fools know the price to be paid for failing when you serve the Kingpin, and the penalty is all the worse for those who would dare to surrender any information to the enemy." The crime lord replied with a strangely proud expression. "For this reason, I am not concerned as to what may or may not happen to those fools."

"If you insist…" the mad scientist replied, turning on his heal for a moment before heading towards the elevator. He made it about halfway through the room before he was stopped.

The Kingpin stood up from his seat, the noise causing his subordinate the stop as if he has been frozen to the floor. "Before you leave, I trust that you have perfected that serum you promised me in the case scenario that my master plan comes to fruition." He beckoned with a deathly serious expression.

Landon nodded in agreement, turning his head slightly as he looked back at his superior. "I believe that the recent corporate ventures you made have given me exactly what I need to finish this project. With a few more adjustments I should have exactly what we need."

"Very good…" Wilson Fisk sat back down with a more satisfied expression, before returning to his normal demeanor. "Unless you have anything else to report, you should be working!" he dismissed the disfigured man with a wave of his hand.

His assistant left the room without argument, although a certain sense of excitement filled his face as the elevator doors closed behind him. The serum he had been working on for the Kingpin was to be used in his master plan, assuming that their little trap actually succeeded. Having worked with anti-mutant research for years, Landon had long searched for the key to his own masterpiece. Only recently, did such a discovery come in the form of Power8, a company that manufactured a sport's drink which broke down and destroyed mutant cells when ingested. Of course he had to do some adjustments to the formula due to his employer's plans, but in the end his time working under the Kingpin had allowed him to realize his own ambitions as well.

With a nasty smile, Landon stepped out of the elevator and headed into the laboratory to continue his research. Perhaps the finest science lab in the entire city of New York, his boss always supplied those who worked for him with the best equipment and near unlimited funding. Situated in the back of the room was a supercomputer capable of finding out almost anything there was too know through its networking capacities, a feat which made surfing the internet look like carving letters with a chisel. The deformed man reached out with his clawed hand, pressing a switch on the wall which immediately activated the room's systems. Several lights switched on, showing several test subjects preserved inside a strange liquid like fish floating in a tank.

Ignoring these living specimens, the mad scientists went over to his seat and began typing away furiously As he punched the proper sequences into his terminal, a strange device rose from a secret compartment in the floor. It was a large metallic machine with a small indent in the side for placing objects, like a small shelf. Reaching into his suit jacket, the researcher hastily unwrapped the package once more. After placing the crystal onto the platform, it took several minutes to work, but when the test was complete, the information that appeared on the screen were anything but what he expected.

"My word…" the disfigured man replied, his mutated eye bulging wildly as the computer displayed the results.

His eyes moved back and forth in quick succession as he took in the new developments, surprised at what he saw. The machine was set to test the stone for its composition, but instead it had picked up a strange energy reading, like the jewel was giving off some form of power. A strange grin filled his mutated features as he realized the research potential and quickly set off to work. Whatever he had discovered, or was about to discover, was worth looking into. Perhaps the mutants who desired this gem weren't so foolish after all…

Meanwhile… 

Deep in the bowels of Magneto's headquarters, the powerful mutant paced the floor of the metallic chamber in which he usually held meetings. His cape swished and flapped as he spun around, an impatient note escaping his lips as he turned to face his newest subordinate. She was a slim, blonde woman with a shapely figure, icy blue eyes, and strange red markings on his cheeks. A woman of average build, the female mutant wore a form-fitting purple and red outfit and a set of gold pads adorned her shoulders.

Sitting at one of the chairs surrounding the Acolytes' large meeting table, she appeared to be asleep as if she were in some type of trance, as if her body were temporarily devoid of life. Her master continued to pace the room with a staunch expression, his eyes rarely leaving her lifeless form for more than a moment or two as he longed for her return from her trip. A valuable find indeed, Magneto saw his last batch of recruits as some of the most promising he had seen in a long while, and infinitely more useful than his children and those jokes they hung around with while living in Mystique's rundown Bayville Boarding House.

Directly across from his newest remember was a familiar withered man who seemed worn with age. He wore a shabby brown cloak and looked very much the same as always, having been forcibly brought back as a member of their group by Blink not long ago. Mastermind seemed to find the proceedings rather dull, although he was too frightened of Magneto's powers to ask to be released and merely did what he was told. He watched their superior pace with an empty expression, seeming almost timid as he sat in silence and waited.

The man beside the telepathic mutant seemed anything but intimidated. Wearing his trademark black mask over his face, the energy-draining Senyaka sat a few seats down the row by the table, his arms folded in an irritated manner and his bored expression hidden by the mask. If truth be told he would have preferred to join the others in the field, but instead he had been placed on guard duty by their leader, making it more difficult for him to satisfy his own tendencies. Throughout his life people had often labeled him as a cold and violent man, but if he cared for the opinions of others he probably wouldn't have ended up serving one of mutant kind's most violent terrorists.

Several minutes passed before a small moan escaped the mouth of the entranced mutant. The three remaining mutants looked up as their newest member awoke with a start, Magneto himself stopping his pacing mid-step to approach the woman. Reaching out, he caught her as she slid off her chair, cradling her in his outstretched arms for a second before helping her into a more comfortable position. He stared into her face as she blinked twice, slowly coming to her senses as she returned to her body. Once he was certain that his subordinate was fully aware, the master of metal addressed her.

"Scanner… Did you find out anything? Any that may be of use based on the information I gave you?" Magneto interrogated her.

Although hardly a physical fighter, Sarah Ryall was a special mutant that the Acolytes had only recently discovered, her abilities geared more towards support than actual battle. She had the ability to perform a type of astro-projection, during which she could travel the psychic plane at great speeds over the physical world, gathering information and moving about unseen by most people unless she willed it. In her ghostly form, she could become invisible or allow herself to be seen in a hologram-like form to others, although psychics and those who were most mentally gifted were able to sense her regardless of this ability. Because of her data gathering and mutant-sensing abilities, she had been given the name Scanner by her fellow mutants.

The female mutant shook her head in response to her superior's question, looking slightly uncomfortable as she felt his vice-like grip on her shoulders. "No, I wasn't able to find out anything concerning those relics…" she answered, sounding almost hesitant.

Magneto tightened his grip on his shoulders almost maddeningly before releasing the female mutant, giving her a small shake as he pushed her back into her seat with a gentle shove. Turning his back towards her, he instead turned to face the others. Mastermind felt his superior's eyes settle on him and immediately knew what he was to do. The man sitting next to him didn't seem to care much either way, but the ragged psychic understood what Magneto wanted him to do and quickly stood up from his seat, shuffling along the side of the large table until he came to a stop beside the lone female in the room.

"What the hell are you doing?" Scanner questioned with a slightly apprehensive expression.

The timid-looking man opened his mouth to answer, but Magneto stepped in front of him, his cape shielding the smaller mutant from view. He took on a fatherly, almost benevolent demeanor before answering. "You needn't worry about that." He added calmly. "Mastermind will simply delve into your mind to see if you saw anything that could benefit our cause."

The female mutant's gaze hardened slightly as if she were about to protest, but the withered man seemed to emerge from the cover of Magneto's purple cloak, his wrinkled hands outstretched and eyes glowing as he placed his hands on her face. Sarah Ryall fell silent as he delved into her thoughts, and as if struck dumb by the experience, she did not resist his probe and simply hoped that it would end soon. After what felt like several minutes, Mastermind stepped away from her and lowered his hands, gently shaking his head in Magneto's direction as he backed off like a defeated dog.

Magneto considered the two psychic mutants for a moment as he mulled over the situation in his mind, but nothing particularly useful seemed to come to him. "It appears that we may have reached a dead end for now." The mutant master stroked his chin in a puzzling manner.

"What about that crystal that you already obtained?" Senyaka shot back from his place across the table.

"You claimed that there was another one in a private gallery in Germany?" Scanner added suddenly.

Their leader found his thoughts returning to the mission he had sent Pyro and the others on, but the flickering screen on the back wall of the room quickly caught their attention. Seeing the man's familiar face on the monitor above their heads, Magneto gave his hand a casual wave, instantly opening up all of the entries leading into the metal dome. As the returning Acolytes entered through the series of openings, the metal walls shut behind them to keep out intruders who might come searching for them. The X-Men's Nightcrawler had teleported into one of these domes before, and even his own daughter, the Scarlet Witch had attempted to find him once before. No, he couldn't afford to take such chances anymore.

Waiting quietly for the others to appear, Magneto turned to face the door to their meeting hall as Pyro entered, closely followed by the monstrous Seamus Mellancamp, who easily towered over the others. Without even being welcomed, the weary group sat down around the table, the largest of their number choosing the seat that fit his size, while Magneto himself and Mastermind joined them. After settling in around the circular table, their leader addressed the gathering of his new and old Acolytes.

"I see that there are some of your number missing…" Magneto replied with a small hiss.

Pyro shrugged with a carefree expression before replying in his Australian accent. "I think the rest of those blokes went off to have some fun of their own. Don't know where exactly the pink woman went, but the pussycat went with her too when they ditched us on the way back here."

Their superior's expression indicated that he was deeply annoyed by their lack of respect for his orders. Although he seemed to be in complete control, Mastermind sensed his irritation and seemed to sink back. Senyaka glanced up seemingly interested by the idea of seeing someone get it from the boss, while Scanner seemed relatively indifferent to the mess and did not bother to speak up due to the tension. The beast-like giant stood up with a rational expression, although it seemed rather out of place on his animalistic face with sharp fangs protruding from the corners of his mouth.

"This is the second time that Sabertooth has gone missing on us, and this time his ineptitude has lead Blink down a similar path. Shall I go and find them?" Seamus Mellancamp offered with a courteous bow.

"You needn't worry about those fools." Magneto replied coolly, his eyes narrowing slightly as the room's dim lighting cast a shadow fell over his face. He clenched his fist menacingly, causing the floor to shake for a second or two. "I will personally deal with them both when they return."

"So much work and what do we have to show for it… Absolutely nothing! So far most of us haven't even gotten the chance to see some real action, and it's starting to get on my nerves. With this crap you've been putting us through lately, you're lucky I didn't join them." Senyaka added with a pronounced nastiness that seemed to be intended.

Either way the master of magnetism took it as such and clenched his fist, causing he metallic chair beneath his subordinate to spring to life. The masked mutant struggled for a few seconds as he attempted to free himself, but the metal reformed itself into a sent of shackles, instantly binding his arms and legs like a prisoner. He coughed violently as a large metallic cuff shot through the air and wrapped around his throat, instantly silencing his jumbled curses as he futilely attempted to pry the object from his throat. Mastermind cringed slightly as Mellancamp turned a blind eye towards the affair, Scanner being the newest member of the group was mot affected by the sudden display.

Relaxing his posture, Magneto released his victim with a casual wave of his hand, although he continued to walk towards the villain. "Take this as a warning to those of you who will defy me in the future." He began with a deep frown. "While my cause is to save mutant kind, those foolish enough to express deterring sentiments will be dealt with severely."

"That's what he gets for being a pain in the ass…" Pyro let out a sadistic laugh in response, although a swift glare from their leader silenced him quickly.

Senyaka rubbed his throat, now free of the metallic binds that held him seconds ago. Although his mask hid his face, he wore a look of utter revulsion at being attacked and lunged forward violently in an attempt to strike his master, but was deterred by a wall of fire as the red-haired mutant raised wall of fire between them. Before he could react again, a mammoth fist shot through the blazing inferno, sending him flying through the air and into the monitor on the back wall of the room. The device gave off electrical sparks as his body shattered the screen, as his attacker let out a monstrous roar. Mellancamp darted forward with surprising agility for a mutant of his size and raised a fist to smash the energy absorbing menace into the ground.

"My word…" Mastermind replied in a hushed whisper, his eyes bulging slightly as he turned away from the battle.

"Enough!" Magneto shouted, causing the warring mutants to come to their senses. "Petty battles such as these will do nothing to further our cause."

The monstrous enforcer seemed to come to his senses, a glimmer of humanity reaching his eyes as he stepped back from his would-be victim. Pyro lowered his hands and put out the flames with a movement of his wrist, looking slightly disappointed that he hadn't gotten to burn anyone this time around. Their newest Acolyte had not participated in the ensuing battle and had remained seated throughout the encounter, although she seemed keen not to get involved in the miniature war that had just ensued. Mellancamp offered his hand to the man he was about to kill, but the beaten mutant stood up of his own power and instead turned to face their master.

Senyaka began walking towards the master of magnetism. "Listen up, old man! I'm tired of playing games." He spat angrily.

The older man waved his hand again, shaping a set of chains out of the walls of his dome, which shot out and trapped him like a constricting snake. "You irascible fool!" he began with an infuriated expression. "Perhaps one such as you only possesses an impulsive desire for destruction, but without a purpose this is meaningless. In exchange for allowing you to do as you please, I demand loyalty!"

"Bastard…" his captive hissed angrily. Although he was often a man of few words, the energy sucking mutant was surprisingly fearsome and impulsive when it came time to fighting and more prominently the practice of killing.

"I have given your sinister methods a purpose through my grand designs." Magneto released his grip again, allowing his subordinate his freedom once more. The magnetic mutant turned his back on the murderous mutant, his cape billowing behind him as he walked in the opposite direction. "Know this… You have survived only because I deemed your life useful to me at this point in time." He stated bluntly. "Defy me so openly again, and you may not be so fortunate."

The villainous mutant gave him a nasty expression concealed by his mask. "I'll have to keep that in mind…"

The room fell silent as a sense of tension returned to the scene, but after a few moments, the injured mutant stood up and took his place at the table alongside the others. Magneto raised his left hand, pulling his helmet off of the table's center and placing it on his head with a movement of his arm, looking rather sinister as the shadow of his headgear hid his face once more. His eyes seemed to shine through the darkness as he stepped into the light. He secured his cape with a small tug and walked back towards his Acolytes with a more civil expression, having allowed the misbehavior of his subordinates to slide for the moment.

Several Hours Later

Since Charles had gone away on a business trip he had been unable to make his proposal concerning X-23, yet now he found himself wandering the streets of Bayville sniffing for the familiar scent of an old acquaintance. He had received a mysterious phone call less than ten minutes ago telling him to come alone to the abandoned warehouse outside of town, and although it hadn't been clear who was on the other end of the call, he had recognized the voice as Nick Fury, the director of SHIELD. While Wolverine originally wondered if he knew about X-23, he realized that they would have raided the mansion.

For this reason he had purposely made certain not to say anything to X-23, for fear that she would become paranoid and leave, and so had decided to leave casually as though he were just going for a ride on his motorcycle. Now sitting on a bench downtown, he was unsurprised when a taxi pulled up alongside him, the doors opening almost automatically to allow his entry. Scowling suspiciously, the Weapon X Mutant carefully entered the vehicle, which drove for several miles before ducking into a dark alleyway in the most deserted area of town. Fury had made certain to give him the proper pass odes on the phone to submit to the driver as they headed into, although he was hardly the type of person to let his guard down around these government creeps.

The car seemed to shift as the vehicle sunk into a passageway in the alley, leading into an underground closure that Logan recognized as being one of SHIELD's outposts. The creation of this place was probably due to the large amount of mutant activity in Bayville, although from the lack of personnel present he could only assume that the operatives didn't come here often. Considering how thin their forces were spread around the world, it was obvious that they couldn't occupy every single terminal with large numbers of personnel. Still, it was probably the best place to meet where they wouldn't be seen by prying eyes.

The two metallic doors slammed shut as the platform holding the care descended into the underground base, closing with soft thud and leaving them in total darkness. After a few moments, the lights in the chamber switched on, revealing the large cavernous room reminiscent of the one Wolverine remembered from the time that those black-ops had illegally manufactured the Sentinel Robots behind the back of the government and the central SHIELD organization. As the platform reached the ground, the man in the front seat of the vehicle turned around to face him.

"Please get out of the cab." the driver requested, pressing a button on the dashboard to unlock the doors.

Wolverine stepped up as he left the car, giving the window a small tap with his free hand as he used the other to push himself into a standing position. "Bullet proof glass…" he mused out loud. "Looks like this rig is basically a government cruiser disguised as a cab?" He looked over at the driver as if expecting him to answer, but a third voice came from the shadows.

"You would be absolutely correct, although considering how many enemies we have, there is no such thing as too much protection even while undercover." Nick Fury added, his full face coming into view as he stepped up to the dim light.

He was a man of above average height and a slightly muscular build, with tanned skin and dark hair. Garbed in a black uniform like many of the agents in his organization, the director also wore a distinguishing eye patch on one side of his face. As the leader of one of the most influential groups serving under the United Nations he wielded a lot of power, although Logan seemed not to care as he faced the familiar man. On the off-chance that he did know about X-23, Wolverine was prepared to do whatever it would take to protect her and subconsciously snarled, but Fury remained unmoved by the small display of hostility.

"Calm down Logan, I have a proposition that you might be interested in." The SHIELD commander raised his hands defensively. "If you'll follow me, we can begin…"

"Make it quick, Fury." He shot back impatiently.

Wolverine scowled again as he followed after his old acquaintance, knowing full well that he probably had no choice in the matter. He silently hoped once again that X-23's fake death during the HYDRA plane crash had been enough to conceal her movements, although something in the pit of his stomach told them that this was something different entirely. Logan was naturally a little bit paranoid much like his female counterpart, but at the same time he trusted his own instincts which were almost never wrong, and having the animal-like senses usually helped too. As they headed into one of the halls branching off from the main room, the pair entered a hallway with slightly better lighting.

The irascible mutant seemed much calmer than before and decided to ask some questions. "So, what is this about, anyway?"

To his surprise, the stoic man seemed to smile if only for a second before answering. "I have an urgent mission that only you can carry out, however we can still hammer out those specific details later… Right now, I would like to introduce you to an old friend of mine."

"I don't have time for this!" Wolverine snapped impatiently. "Me and the guys at the institute have our own issues right now, and I can't be here doing the crap that your people are too dumb to handle for themselves."

If Fury was listening, he ignored the mutant's protest and opened the door in front of them, leading into an entirely new room. Logan seemed to be more annoyed than anything else a first, but his eyes widened slightly as he saw the face of someone he thought he would never see again. Garbed in the colors of the United States, the man sitting across from him wore a form-fitting outfit with red gloves and boots and the letter "A" emblazoned on the mask covering the top half of his face, with tiny wing-like protrusions coming out from the sides of the mask The man smiled as he stepped forward, casually retrieving a round shield from the table behind him as he greeted his visitors.

"It's been awhile, hasn't it?" Steve Rogers replied as he extended a hand.

Wolverine squared up to his old war buddy and they slapped their hands together, shaking with equally firm grips as they greeted each other for the first time in years. "Good to see you again, captain..."

Note to Readers: I think this is the last of the major players in this story… Don't expect to see the Fantastic Four or any other of Marvel's Major heroes popping up. All of the people I've used are pretty much connected through HYDRA or the X-Men and I've already got enough characters to keep track of as it is. During the next few chapters I'm going to try to end the Manhattan Story Arc, but it looks like everyone's on a collision course in that city right now. Sorry if there were any spelling or grammar errors or mistakes, but it's usually very late when I write.

I've still been getting a lack of support, but I was happy that some of you were willing to help me out there. Please continue to review, because I think the story is getting hard to write again. These things come and go, but I could use some support, criticism, or ideas. Special thanks to Quill N. Inque, Zackster, and PoppaSez for the reviews. Knowing that people are reading my story and liking it always helps compel me to write more chapters.


	17. Chapter 17

**Chapter 17: Preparing for War**

Disclaimer: I do not own any Marvel Characters or logos.

"It's been awhile, hasn't it?" Steve Rogers replied as he extended a hand.

Wolverine squared up to his old war buddy and they slapped their hands together, shaking with equally firm grips as they greeted each other for the first time in years. "Good to see you again, captain..."

The two war buddies parted ways as they stood across from each other, neither man saying anything for several seconds. In that moment, the mutant realized that his old friend hadn't changed in over fifty years of frozen preservation, looking just as he had remembered the day they had parted ways. Of course he had seen the American hero a year ago trapped in a type of preservation chamber, having been placed into suspended animation while the researchers at SHIELD had searched for a cure to his condition. When used on humans, the super soldier formula from Project Rebirth gave them physical abilities exceeding even those of Olympic-class athletes, but for all of the benefits the process was flawed.

Those who had undergone the process were rendered with a condition that slowly killed the subject, corroding their bodies like a virus from the inside, yet here he was standing up and appearing completely healthy. Logan quickly shook off the strange feeling of nostalgia as he wondered why the captain was still alive, silently turning to their host for the answer. The government director seemed to sense the tension in the room and quickly broke it by addressing the situation himself, although he did so hesitatingly at first.

"I assume you're wondering how exactly the captain was brought back?" Fury stepped between the two heroes with a lighter demeanor before turning to face their visitor with a shadow of a smile. "While the specific information surrounding how this happened is classified, our scientists finally managed to produce a cure for his condition."

Captain America nodded in agreement. "I was quite surprised when Fury told me what had happened in over sixty years, and even more surprised to learn that you were still an active hero in our society. Some of the stories he told me were quite entertaining, and at first I had trouble believing even half of them."

Wolverine faced his fellow veteran with a more serious expression, although he didn't seem angry. "You remember our time serving together in World War II? Both of use promised to fight for our own sense of justice, and ever since then I've been fighting the good fight just like we always said."

"To me it seems like just yesterday that I lost saw you, but knowing how long I was trapped in stasis it is still surprising to see that you haven't changed a bit after all this time…" the patriotic hero replied with an unusually cheerful expression.

"Well look who's talking." The Weapon X mutant replied with gruff sense of sarcasm. He released his claws with a small growl, eliciting a surprised gasp out of his old friend for a moment before retracting them into his fist. "I may not have aged that much, but you can see that I've undergone some major changes on the inside, if you know what I mean?"

"I was unaware..." the super soldier replied with a nervous expression, as if he were not entirely certain what to think of this development. He glanced over at their host before turning back to the mutant. "Fury never mentioned exactly what happened you when I asked him, although I would guess that it may not be the best time for me to bring this up."

"Wolverine wore a sharp expression as if he had just smelled something unpleasant, but he seemed to shrug the whole thing off. "I could always give you an explanation, but the incident after World War II that gave me those claws isn't exactly something I prefer to discuss on a regular basis. Some things are best left buried once you let them go."

Captain American seemed to understand and responded with a small frown. "Considering that you were always such a brave soldier on the battlefield, it must have been a terrible situation." He paused for a moment as if waiting for the moment to pass.

His old friend seemed to let the topic slide for now. "Anyway, I'm wondering what kind of stuff you've been going through since they brought you out of the deep freeze. Years ago I figured that you would head home after the war and try to live a normal life, but seeing you now I can only assume that your life as a hero has just begun."

The American hero placed his shield on the table and relaxed a little, taking a seat in a small wooden chair. "That's true…" he began with a less confident expression. "We saw countless atrocities on the battlefield, and afterwards I had always intended to make a new life for myself outside of the army."

"You chose to continue as a soldier." Nick Fury replied with a slightly defensive look.

"When I was told how much time had passed, I wasn't certain if I could live in this society. Even though it was the world we had fought so hard to preserve. Needless to say that my time in suspended animation made me feel like a relic of a past that most people had long forgotten." Steve Rogers added with a frown.

"I get it… It must really be tough to wake up in an era that you don't feel like you belong in." Wolverine sighed wearily as he considered the notion. "Still, I'm wondering what exactly does this mean for you now and how exactly you plan to do now."

This time it was Sergeant Nick Fury who answered, his gaze shifting to Logan instead. "Due to his unfortunate circumstances, the captain is now an active agent of my organization. He has agreed to continue as a hero and keep our world safe from criminals while serving under the banner of SHIELD."

Wolverine was unsurprised by this piece of news, although he didn't seem either pleased or bothered by this development. Of course he had expected this to be the case from the fact that the American super soldier was here to begin with, and Fury had practically confirmed it by saying that the latter was still a soldier. Over the years, the feral mutant had shown signs of dislike for any type of authority, including Fury's group, but he respected the fact that his old friend had agreed to serve them even if he himself had never officially joined SHIELD. Since he occasionally went on missions for them, he couldn't properly criticize their members even if he wanted to.

After a few moments of silence, Logan reacted with a sense of indifference. "Glad to see you found a way to continue serving." He replied with a rough but genuine smile. "You keep standing up for what you believe like I did all these years, and I'll consider that old promise of ours fulfilled."

Losing so much time had felt strange, but now seeing someone he remembered from his old days as an allied soldier, Steve Rogers felt a little more comfortable than before. Having known his new superior as Sergeant Nick Fury years ago, the heroic patriot had at least two people around from the old days. It was also interesting to note that his old war buddy hadn't changed much either, most likely due to his own superpowers. Thinking back, the captain remembered how many hits Logan took during the war on the battlefield, and how many times he had popped back up moments later and kept fighting. It was actually one of the reasons why they had been partners on the battlefield, because both men possessed abilities far beyond that of ordinary humans.

"Thank you, old friend…" Captain American stood up with a similar expression, a look of renewed confidence masking his previous confusion.

"Just call me Wolverine now…" the animalistic mutant replied with a casual hand gesture. Noticing his friend's expression, he quickly continued. "Those claws you saw shooting out of my hands inspired this new alias, although you probably would have guessed this yourself if I had given you the chance."

At this point, Nick Fury stepped between them in order to draw attention back onto himself, looking noticeably serious. "The two of you can catch up later, but the real reason we had you both come here tonight is because I have a mission that only Logan can do." His gaze wandered expectantly towards the feral man.

"If you need a favor, we're all busy back at the institute dealing with our own problems right now." the Weapon X mutant interjected bluntly, folding his arms with a stubborn sneer. "I don't have time to deal with your issues, especially since you've got the captain on your side now. Speaking from our experiences during World War II, I can safely say that he's more than capable of whatever you need me to do."

Captain America stepped forward, exchanging a glance with Logan facing his superior. "If Logan can't handle this situation due to his own obligations, then I will glad take on this mission in his stead." He volunteered with a salute.

"At ease…" Fury replied with a look of interest, raising his hand to silence them. He took a short pause to breathe before addressing them again, this time in a more serious tone. "I think you may have misunderstood me before, but Logan's talents are nearly essential to this mission."

"If there's one thing I hate, it's a man who can't just say what he needs to say without beating around the bush like some kind of coward… Why don't you try and explain this from the beginning, and this time you should try filling in the details." Wolverine added with a noticeable grimace.

The small gathering fell silent for a moment as Fury crossed the room, his footsteps echoing against the dark floor as he turned on one of the monitors in the back of the room. He retrieved a small remote from the nearby table and used it to increase the brightness of the might above their heads, making the room noticeably less depressing as the room came into full focus for the first time that meeting. Logan glanced around and noticed that the small room seemed to have been made for mission briefings, even noticing the sound absorbers on the wall which prevented those outside the room from hearing what was being discussed within.

A large monitor took up almost the entire back wall of the room, except for a small space where Fury was operating the computer terminal. Their host quickly brought up what appeared to be a series of virtual files, although he had to type in a few passwords to gain access to the actual information contained within. They were digitally locked to prevent outsiders or spies from gaining unauthorized access, an even if they stole the information, the encrypted format would probably cause them further trouble. Of course, people rarely managed to steal anything from SHIELD, with the possible exception of HYDRA and a few others, but such thefts of information were few and far between.

Wolverine seated himself at the table, and quickly grew impatient, his impassive expression deepening to form that trademark scowl that he usually wore. "What's taking so long?" he asked with the subtlety of a charging bull.

His old friend gave him a rather disapproving expression, but he knew it was just part of his behavior. Although he noticed that Wolverine's scowl had become even more common a sight than when they were soldiers, the patriotic hero guessed that whatever happened to him after the war ended might have had some bearing on this new trait. Of course the feral mutant had always been the aggressive type, but he seemed a little bit more on edge than the friend he remembered. The captain made a note in the back of his mind to ask him about this later, just as their host brought the missions information up on the screen.

"All right then, before I begin there is something important for you to remember" Nick Fury began, gesturing towards the monitor as a photo of a strange man appeared. "Burn this face into your memories, because he is the main objective of this mission."

Captain America looked at the picture as he tried to memorize details, but was pleasantly stumped as he realized that the man in question seemed to have very strange characteristics in addition to his overall bizarre physical appearance. The person in the photograph was a man with a slightly muscular build and a ghostly pale complexion, his face nearly expressionless and completely hairless as if someone had carved a vague sculpture of a human head without adding any major details. His eyes were a strange yellow color, and his nose flat almost of the point that it wasn't visible, while his mouth looked like a small line. Overall his facial features were odd and mask-like, but his style of dress included a blue jumpsuit and red belt.

"What the hell is he supposed to be?" the thorny mutant questioned, quietly resting his elbow against the table and leaning on his hand. "His face looks like something that a little kid would draw on top of a stick figure."

Once again, Steve Rogers seemed to agree with his war buddy. "He does have a rather strange appearance, although I still fail to say why both of us are needed to capture this man."

"I was getting to that…" Nick Fury replied with an apprehensive look, his eye patch slightly diminishing the affect.

He pressed the button on the remote in his hand, causing another file to open on the screen. This once showed a picture of the man from the previous page, only this time there was a profile on him displaying basic information and a short paragraph outlining a description of his past and recent actions. While Logan didn't outwardly recognize any of the information, he had a faint inkling that the man on the screen had been on television at some point for criminal activities. The two heroes took a moment to read a little bit but were quickly interrupted as Fury addressed them again.

"This is the Chameleon, an extremely deadly villain who specializes in the art of espionage and assassination." The SHIELD director began in a stiff no-nonsense tone. "Although his physical appearance may indicate that he would be easy to locate, his abilities make him a difficult to find and capture."

Wolverine snorted rather loudly in response to this assertion. "Which is no doubt the reason why you need me to find him for you?"

"What exactly does he do that makes him so dangerous?" the American super soldier questioned.

Nick Fury gave him a small nod before answering. "This man is a criminal mastermind with the ability to change his appearance so that he can appear to be someone else entirely." He pressed the button on his remote, bringing up a close-up photograph of the red belt, revealing a metallic belt buckle. "This device on his belt allows him to use holographic technology to simulate the appearance of people he has seen. He has also been known to create elaborate costumes to produce the same affect when not using the belt."

"So in short, this guy's an idiot who blends in with crowds, gets close to his targets, and then finishes them off when their guard is down." Logan summed it up quickly. "He sounds more like a coward to me, hiding behind other people's faces like that."

The SHIELD director shook his head and brought up another page, this one with mostly text and facts about the criminal. "The Chameleon is also a master martial artist, a skilled marksman, and has avoided capture by our best agents so far. I suggest you not underestimate what a tricky opponent he can be, especially since we want him captured alive."

"If this jerk is really as much of a pain in the ass as you keep implying, then why not just kill him and be done with him?" Logan replied with a pitiless expression.

"Because he has worked for several of our enemies and likewise he may have information about them that we can use in the future." Fury answered in a resolute manner. "I would send you alone, but capturing such an important target alive will take patience, and since your abilities are more specialized towards killing, I am sending Captain America with you to handle the capture."

Wolverine sat back in his seat with a grumpy expression as he mulled over the information. "Wait a minute!" be replied with a more aggressive expression, his tone becoming low and dangerous. "You mean you guys are just using me for my advanced senses as a tracking dog because you think I won't bring him in alive."

Nick Fury shot him a challenging look. "We can't take the risk that he might not be in one piece when you're though with him, and we also think it would be a good idea if the captain goes on this first mission with someone he knows who can act as a guide. He's been out of society for several decades, and I think it wise that you go with him."

"All right, fine!" Logan glanced over at his old friend. "Looks like I don't have much of a choice either way."

"I am sorry if you find this a burden, but I require your help to optimize our chances of success this time." Captain America added with a confident expression. "It'll be just like old times, fighting together to stop our enemies."

"Could be interesting…" the feral mutant answered as he folded his arms and gestured with a casual shrug.

Their host pressed the button on his remote, revealing an image of a United States map with a single glowing location. Pressing the button two more time, he caused the screen to zoom in like a camera, showing them a closer look at the map with each click. Judging by the position of the image on the map as well as an overhead of view of familiar landmarks, it was clear that the city in the picture was New York, more precisely the area comprising Manhattan. After waiting for the image to finishing loading, the government agent clicked his remote again, causing several locations to light up on the virtual map.

"These locations scattered around New York are places where our agents have seen the Chameleon, although they have all been warned not to approach him due to the fact that most of them would ever be able to capture him under normal circumstances." The agency director began tactfully. "This is where you both come in…"

Steve Rogers folded his hands over the top of his shield. "So, you want us to secretly enter the city and capture this man using Wolverine's abilities to find him."

"Precisely…" Fury replied with a curt nod. "I've already made the preparations for the two of you to head out immediately. All that you need to do is hand him over the local police department after you capture him. Once this happens, the local authorities will contact us, allowing my agents to move and take care of the rest."

"So, when do we leave?" Wolverine asked in a gruff tone.

The director crossed the room and headed for the exit, pushing it open with a small shove. Once he had stepped over the threshold, the agent of SHIELD faced them once more. "Follow me to the main deck… We have a small helicopter waiting for you there. Once we reach our station outside of New York, you will both travel by car to Manhattan and begin searching in the designated locations."

The two heroes stepped up and followed Fury for several minutes as they headed down the hallway, finding an unmarked helicopter stationed in the main room where Wolverine had entered in the taxi. After a few minutes of waiting, they were allowed to board the aircraft, and after several more moments, the platform rose through the hidden passage and took off into the skies above Bayville. Logan glanced through the window of the vehicle as he saw the institute in the distance and decided that he would call Charles once they reached New York.

He remembered that Scott and Jean were already there searching for clues on Magneto, and believed it might be a smart idea to let them know that he was also in the city. After all, it might not be such a bad idea to meet up with them once they had finished capturing the Chameleon who was obvious hiding out in the same general area. Since the team they had stationed there already had not found much, Logan planned to help them as soon as he was free to do so. He wasn't the smartest man in the world, but with recent events fresh in his mind, he was certain that HYDRA was up to something, and they had connections among the crime lords of New York.

In Manhattan

Magneto wandered the streets of Manhattan wearing his brown trench coat, attempting to appear as inconspicuous as possible as he slid through the crowds alongside Pyro. The sun was just about to set, and he had been walked for the last hour or so to find what he was searching for. As it turned out the object he had searched for had been purchased by a rich collector in New York, which ironically made things easier for him considering that he no longer had to leave the country in order to find it. The philanthropist who purchased the crystal from the German Museum was donating it along with an entire collection of rare artifacts to a private gallery belonging to someone else in town.

The magnetic mutant had spent the last hour or so checking out the gallery, silently plotting how he would enter come nightfall, and trying to pinpoint the artifact while dressed incognito so that the heist would go off without any problems. Last time they had been relatively careless, but after doing some research on the city's superheroes, he was trying to ensure that things wouldn't go sour on him again. The newspapers had even caught pictures of his flying orbs leaving the sight, and recent articles made him wonder if the X-Men were searching the city for signs of him. Not wanting to make the same mistake twice, Magneto had his Acolytes branch off when they entered the city to avoid suspicion.

Shortly after the incident in his base, the master of magnetism ran another search on the internet and found out that the artifacts were going to be donated during a ceremony this afternoon and had quickly set off with his remaining Acolytes to maximize their success rate. While hiding out and waiting for the command, Mellancamp and Pyro were keeping a close eye on Senyaka for obvious reasons. Due to her non-offensive abilities, Scanner had remained in the base in case Sabertooth and Blink returned, while Mastermind had been forced to tag along in the case that he attempted to escape them. Magneto glanced at the smaller man, who was hurrying along behind him in an attempt to keep up with his master's longer strides.

As the two mutant moved to the front of the building, they quickly discovered that the crowd had already begun to form. Several news crews and reporters were waiting outside of the museum in mob form as bystanders also joined, mostly consisting of guests, seasonal tourists, and public officials who had felt obligated to be present for the dedication ceremony. Standing on the platform on the steps of the private gallery was a single man with short, slightly messy hair and a neatly trimmed facial hear. His hair was dark brown in color, and he wore an expensive-looking black suit with blue undershirt and red necktie.

Magneto eyed the mob carefully as he and Mastermind slipped into the crowd of people, silently blending in as they waited for the festivities to begin. The mutant terrorist surveyed the scene with a fixated glare, silently searching the area for familiar faces as they sat in wait. Standing in the front row was a brown-haired man in casual dress holding a camera, and standing beside him was an older gentleman wearing a blue suit and striped tie, with flat cut gray hair and a small mustache. The younger of the two was holding his camera in a professional manner, occasionally sparing a glance at his employer. Unbeknownst to the mutants, the younger of the two journalists was actually the same man who had taken the picture of his metallic orbs for the Daily Bugle, and the other man was his editor.

The newspaper photographer glanced over at the stage and took a few photos. "This isn't exactly what I had in mind when you said I had a special assignment." He commented to his boss with a slightly bored expression.

"What's the matter Parker? Are you only good at taking pictures of freaks in costumes like that menace, Spider-Man?" J. Jonah Jameson answered nastily. "If you've got a problem with these assignments, then maybe I should start searching for another photographer who doesn't have these complaints."

Peter Parker rubbed the back of his neck in an awkward manner. "Sorry Mr. Jameson… I didn't mean to insult you. It's just that, I figured that with my credentials you would need me to cover more breaking stories."

"Shut up, they're about to start." The editor snapped loudly, causing a handful of people standing near them to move farther away.

The man standing on the platform raised a hand to silence the crowd as he stepped up to the podium, immediately forcing the group's attention onto himself. Once the noise had died down a little bit, he took the microphone and adjusted it with his hand, making sure that the device was positioned properly. He took a deep breath and smiled at the audience, waiting a moment for the media to flash some pictures before beginning his speech. The speaker hadn't written anything ahead of time, but this was a simple event that had been planned for months, and he was usually a decent public speaker. For some reason, his benefactor had called this morning, saying that he wanted to add one more artifact to the collection, while insisting that they make the opening event into a media affair.

"I hope you'll pardon me if I am not used to this type of assembly, although since my company produce mostly weapons I suppose this would only be natural. Ladies and gentleman, I am proud to announce the opening of a new history museum here in New York…" he began rather simply. "Formerly a private gallery belonging to my family, we have personally funded the construction of additional wings to transform this private collection into one of the biggest displays of ancient treasures available to public's eye. Without further ado, I would like to introduce you to a man who personally donated a collection of his own artifacts to us, making the creation of this establishment possible. And now to help cut the ribbon, please welcome Wilson Fisk!"

The Kingpin stepped out of a limo parked to the left of the stage flanked by several men wearing dark suits and sunglasses, causing the crowd to part ways as the large man cut a path through the group and ascended the stairs leading onto the platform. He smiled benevolently at the public as he stepped onto the stage, giving them a casual wave as he shook the hand of the museum's founder. Once they had parted ways, the man stepped down and took a seat on one of the wooden chairs positioned further back on the stage, giving the spotlight to his supposed business partner as the much bigger gentleman stepped up to the center of the stage where the podium was stationed.

"Thank you very much for those warm words of welcome, Mr. Stark." the philanthropist replied with a bright smile that didn't seem to reach his eyes. "I am pleased to say that through our combined efforts, we are one the verge of opening one of the finest galleries in all of Manhattan, and in doing this perhaps we will also help to bring back a sense of class to our fair city. As stated by our illustrious founder, I have personally donated several items from my personal collections to this cause, including some various Far East artifacts from the dynasties of Asia, and a more recent purchase from a private gallery in Germany."

His business partner stood up and retrieved a comically giant pair of scissors, handing it to Wilson Fisk as they shook hands. The secret crime lord took the blade and positioned himself near the ribbon blocking the entrance to the gallery. From his place in the audience, Peter Parker flashed a few more pictures of the event, making certain to get some from different angles as he competed with several other photographers from different newspapers. Magneto watched with a look of interest as he slid through the crowd silently heading closer to the entry. While stealing anything now would probably cause a commotion, he planned to get a look at the building's layout and security system during the opening event, so that he would be able to move in and out at night without a hitch.

Tony Stark stepped back up to the podium and took the microphone. "Entry today will be free of admission for those of you who are attending this event. Without further delay, I hereby dedicate the Stark Foundation Museum of History to be officially open." The wealthy CEO glanced at his benefactor. "Mr. Fisk, if you would please do the honors…"

The Kingpin stepped up and snapped the ribbon with the scissors, allowing the small crowd to file into the museum. Most of the people present at the events were stockholders, paparazzi, and reporters, as well as museum critics and historians. They all seemed eager to see the collection of rare and exotic artifacts on display, although Magneto had other plans as he slipped through the crowd and entered the building. It was a spacious gallery with white walls and intricate carvings on several of the support pillars, with a sky light on the roof casting the sun's rays onto the ancient treasure trove below. Several of the items were protected by glass cases.

It only took him a moment to figure out how the security system worked, and even less time to locate the artifact he wanted. After observing the glass cases and noting the location of the security cameras, he searched for laser grid projectors, using his powers to sense the metallic systems inside the walls. As he returned to the case of ancient gemstone, Magneto quickly located the one he was searching for, as evidenced by the markings and the fact that it looked nearly identical to the one he already had in his possession.

Looking pleased with his discoveries, the master of magnetism reached into his pocket and compared the crystal he kept on his person with the one inside the glass to make certain that they were the same. He made certain to keep it clutched tightly in his hand so that others would not suspect him of being a thief, although ironically enough his future actions would soon be satisfying that particular notion quite well. The powerful mutant carefully placed the object back into his pocket before turning around, only to run into the person behind him and causing Mastermind to stumble backwards in alarm.

"Did you obtain the information you desired?" the shabby-looking man stood back up, casually dusting off his tattered coat.

Magneto had been so focused on his own endeavors that he had forgotten about the other mutant for the moment. He gave the ragged man a small nod before turning to leave, his eyes glittering maliciously behind the shadow of his hat. "I have the knowledge we came here for." He replied in a hushed whisper. "Come, we're leaving…"

The psychic mutant bowed his head respectfully as they headed out into the streets, looking much less tense then when they had entered. As the strange duo left the museum, they were noticed by another man who had been admiring the same artifact display mere moment before. The Daily Bugle's ace photographer had done his research on the first stolen artifact and found out that another was being donated to this museum and planned this trip accordingly. Having spent his free time as Spider-Man the past few years, he has developed a keen eye and worked to remember details, and as such he quickly found the case where the gemstone was being held.

Pressing down on his camera button, Peter Parker took a picture of the display case for himself to make sure that he had a reference for the future and took a minute to read the description of the artifact inscribed below. Relaxing his shoulders, the young photographer lowered his camera and considered the situation for himself. The two men that just left so sudden seemed interested in the artifacts, and both had given off a suspicious vibe that had been all the more noticeable thanks to his spider sense. As he made to follow them out of the museum, a hand reached from behind him and steered him in the opposite direction, the source being his boss.

"I'm not paying you just to stand around, boy! Go get some good shots of the two big dogs so we can blow this pop stand and get back to the Bugle!" J. Jonah Jameson scolded him in a loud angry manner, pointing towards their two hosts.

"You got it, Mr. Jameson…" the incognito superhero replied as he headed off to get a better angle for the photos.

As he approached them, not used to behind near the Kingpin without getting into a fight. Of course Wilson Fisk put on quite a convincing façade and was usually very polite and generous in public, although it rarely seemed genuine for those who actually knew what he really did behind the scenes. Of course the businessman was considered a hero to the public and likewise he was well-respected in the business world. To his surprise, the secret crime lord pulled Peter Parker out of the crowd and forcibly shook his hand, causing him to cringe slightly before telling himself that the villain had no idea that he was Spider-Man.

Wilson Fisk put on a false smile as he let go of the young man's hand. "Mr. Parker, what a pleasant surprise to see you here. You have my sincerest apologies for the time my rotten son framed you for his own crimes and almost got you arrested… I honestly had no idea he was such an awful criminal." He lied with a seemingly genuine expression.

Although the photographer knew that his host was lying, he could risk getting the Kingpin suspicious and played along. Since his spider sense wasn't acting up, it was obvious that the crime lord didn't suspect anything either. "Of course Mr. Fisk… I really can't blame you for something your son did." He replied through gritted teeth.

"This is after all the second time that I owe you a favor, the first time being that instance when the Green Goblin made an attempt on my life, and you pushed me out of the way." The famous philanthropist replied with a grateful expression. "If you ever need something in return, please feel free to call my office."

"I'll have to remember that…" Peter replied awkwardly as he raised his camera to take picture of one of his arch enemies. Before he could press the button, the man standing beside Fisk stepped forward.

"So you're the man that saved his life?" Tony Stark replied as he extended a hand in greeting.

The photographer took a photo quickly before accepting the handshake. "I just happened to be there taking pictures for the Bugle when the Green Goblin showed up. It wasn't anything special considering that I was just doing what any self-respecting human being would have done."

"It certainly sounds like Wilson Fisk was grateful, though." The man replied with a small nod. Turning on his head, he began walking in the opposite direction to talk to the reporters who were waiting for his input. "It was good to meet you, Mr. Parker." Stark called over his shoulder.

As the wealthy CEO left, Parker's boss came from behind and turned the young man around so that he could see him. "I just got a call from the office, and apparently there's some kinda hullabaloo going on in town again. It's a real freak show, and you're the only man for the job." When Peter only blinked, the Bugle's editor looked positively livid. "Well… Get moving!" he bellowed, causing a small vein to pulse on his head.

"I'm on it, Mr. Jameson!" the photographer replied as he ran for the exit.

As the photographer left, Kingpin turned to one of his bodyguards, glancing around to ensure that no one was looking his way. "Did you recall Kraven's team and round up the others?" he whispered to the smaller man. The guard chose not to answer verbally and simply nodded in agreement as discreetly as possible, eliciting an evil smirk from the large crime lord. "Good… Very good… …"

Later that Night

Deep in an underground facility below the streets of Manhattan, Silvio Manfretti sat at the end of his meeting table as he went over the plans to his fellow crime lords. His daughter was seated to his direct right, alongside Tombstone and across from Hammerhead. Beside the flat-topped enforcer was a man wearing a green suit and matching cape, his eyes evil and animalistic like a feral coyote, with messy auburn hair, a small goatee-like beard, a mustache, and teeth and fingernails that looked more like fangs and flaws. Although his real name was Leland Owlsky, he was known as the Owl in the criminal underworld. Further down the table were a few men wearing suits, all of whom appeared to be mob bosses from the city, albeit less prominent ones.

Silvermane laid down his walking stick and relaxed in his seat, taking a quick breath before beginning to meeting. "Fellow crime lords, I have called you here tonight in the hopes that you will collaborate with me in the greatest venture that I have ever envisioned."

The Owl shook his head disapprovingly as soon as he head this part. "Many of us had acted as enemies or have remained indifferent to each other's operations in the past… What makes you believe for a second that this foolish summit will possibly convince the rest of us to serve under you, when even the Kingpin has never managed to completely unify the gangs of New York? The very idea is ludicrous!"

"You got a lotta nerve talking to the old man like that… Show some respect or go die in a ditch, birdman." Hammerhead shouted, threatening the man sitting diagonally across from him.

"My father has been a member of the crime cartel for many more years than you could possibly imagine." Alisha replied with small nod of agreement. "You had best learn some respect, or we will personally ensure that you get nothing in the end."

One of the black-suited men looked confused. "What exactly are you talking about?"

The elderly man sitting at the head of the table slammed his walking stick down to get their attention. "I am very glad that so many of you have come, but you would all do well to listen, because what I am about to say will affect all of us."

A strange silence filled the room as the crime lords appeared confused by his statement, although they were less than responsive to him directly and began whispering among each other instead. After a minute of waiting, the old mobster called his meeting back to attention by wrapping his knuckles on the table, causing the others to look towards him expectantly. Even the Owl seemed to have developed some sort of interest in the proceedings, although all of the crime lords assembled seemed rather apprehensive due to the fact that their bodyguards were lining the rooms, and each of the men were armed with some type of weapon, from shotguns to simple knives, and in some cases even more deadly weapons like combat rifles, swords, and grenades.

The group waited quietly as Silvermane stood up from his seat, the dim light of the meeting room flickering on his face, and revealing several lines and wrinkles in the process. Being in his eighties, he had long lived past his prime and was growing weaker by the year, but still managed to act as the head of his family's criminal empire. He once ran the entire city in his youth, but when the feds put him away for a few decades, his family slowly lost their territory, and the centralized mob he had created split and was easily dismantled by the coming of Wilson Fisk and his superior gangland tactics. Ever since his release, the old gangster had been at war with the Kingpin's group… A war he had been losing for the past twenty years of so.

"Due to my acquisition of Alistair Smythe's technology and my recently established partnership with the HYDRA organization and Oscorp, I now have the muscle and resources necessary to directly oppose the Kingpin." Silvermane began with a resolute expression. "Utilizing these new alliances, I intend to dismantle his hold over the East Coast and rebuild my own criminal empire in its place..."

"If you really have established such strong partnerships, then why are you telling the rest of us?" the Owl replied in a scrutinizing tone. "Surely it would have been far easier just to catch us by surprise and forcibly remove us from power?"

"He's got a good point! Why exactly do you need us to be here?" one of the other gang leaders added quickly.

Silvermane let out a hoarse chuckle, only further angering his guests. "You misunderstand my purpose for gathering you here." He began with a wrinkled smirk. "As the Kingpin is an enemy to us all, I am asking that you help me in this operation, during which we will forcibly remove him from his seat of power. Once this is done, we will split his assets and take what remains, and as long as you remain allied with me, I promise you all seats of power under my new underworld criminal empire."

The group seemed to mull this over for several minutes as they whispered amongst each other, some of them looking as though they were willing to accept this deal, while others seemed more reluctant. As the fur additional crime lords continued their whispered debate, but the old man's patience appeared to be thinning as he watched in silence. His daughter and Tombstone appeared indifferent while Hammerhead looked as though he wanted to smash something with his head, but he held in his violent tendencies as the others continued. Although the Maggia bosses heard a few words here and there, they could not tell exactly what their guests were talking about, but after what seemed like forever, the group turned to face Silvermane.

"We believe that your offer sounds interesting, but I don't suppose you have any proof of your alliances that we may see." The Owl replied with a nasty expression. "Perhaps if we have solid evidence, the rest of us would be more confident in this plan. After all, not all of us have been blatant enemies of the Kingpin in the past, and even more of us have worked with him in some capacity. You probably understand the ramifications of defying this man…"

Before the elderly man could answer, a knock on the door caught their attention. "I see my next guest has arrived." He commented with an amused smirk.

A tall, slim figure, wearing a fancy red suit stepped through the door. A gaunt figure with ghostly pale skin, his complexion was complimented by a mane of long black hair which ran past his shoulders. He also wore a white shirt and blue tie, along with a pair of light brown gloves and dark sunglasses which completely concealed his eyes from view. Like Silvermane he also carried a walking stick, although his tall stature and air of mystique made him a much more intimidating figure to behold. The guards in the room seemed to reach for their weapons, but the elderly crime lord raised a hand to stop them. Following the man were six individuals wearing the green and yellow uniforms of the HYDRA organization.

"As you can see, the HYDRA network has agreed to aid us in this gang war so that we may remove the Kingpin once and for all." The old man replied with a triumphant expression.

"You are mistaken…" the red-suited man replied as he sat down at the other end of the table, eliciting a nervous reaction from the lesser crime lords. "The Supreme Hydra has agreed to give you control of our American Division if you this plan succeeds…My main purpose for coming here was to oversee this operation for myself to determine whether or not you are deserving of this honor. If you fail, I shall deem you too weak to take the position and personally eliminate every single one of these lowly criminals as punishment for your failure."

One of the lesser mobsters stood up with a slightly disbelieving expression. "I don't know who the hell you are, but no one just walks in here and speaks to us that way!" he screamed into the other man's face, causing bits of spit to fly in his direction.

Their supposed leader turned away as if expecting something, although the other people present seemed fascinated as their newest guest stood up from his seat. The red-suited man pushed aside a curtain of greasy black hair with his hand, a sense of annoyance radiating from him, even though his face displayed little sigh of emotion. The corners of his mouth twitched slightly, causing the other man to sink back with a frightened expression. While the mobster's bodyguards stepped forward menacingly, they did not fire their weapons or attempt to strike out at the mysterious visitor.

"You shouldn't have done that…" the HYDRA director replied with a sinister note. Although he did not take out a weapon, the man removed his glasses, revealing a pair of glowing eyes with no pupils beneath.

The strange gaze bored into his victim as they established eye contact, and in a matter of seconds, the lowly mobster's body had turned to stone. A murmur of intense shock spread throughout the room as the others seemed outraged, but Silvermane had seen this coming and merely inclined his head in thought. Hammerhead stood up from his seat, but the old man raised a hand to stop him from doing anything foolish.

Unfortunately, the fallen mobster's bodyguards were not as fortunate as they prepared to fire their weapons but were instantly killed. In one swift movement, the HYDRA commander pulled his sword out of the interior of his walking stick and sliced through them with expert skill, hitting the vital points of his victims and killing them instantaneously. They seemed to freeze in mid-air as if they didn't realize they were dead, but seconds later their limp bodies toppled over onto the ground in a tangled heap, falling over each other like lifeless dummies.

Hammerhead stood up from his seat, looking as if he had just swallowed a living rat. "Who the hell is that guy?" he responded in shock.

The elderly criminal mastermind applauded with a sense of amusement before gesturing towards their guest. "He is the Gorgon, one of the ruling members of the criminal spy network under the Supreme Hydra."

"Indeed… Perhaps you should call someone to clean up this mess." the mysterious man replaced his sunglasses, and kicked the body of the petrified gangster with incredible force, shattering the brittle rock and breaking his frozen body into a pile of rubble on the floor. "All who establish direct eye contact with me turn to stone, hence my title within the organization."

The Owl stood up and snapped his fingers, motioning for his personnel to follow. "Unlike Silvermane, I have no intention of becoming involved with that blasted spy network and directly gaining the attention of the government." he replied, glancing between the old man and his guest from HYDRA. "Furthermore, I do not require help from either of your to secure my future in this city."

The faction lead by the bird-like man swept from the room without so much as a backwards glance, leaving behind the remaining crime lords. While many of had half a mind to follow after him, they were also too frightened by the Gorgon's display to find the nerve. Silvio Manfretti looked around the room and read the faces of his potential partners, although most of them seemed far too intimidated to raise any objections. Once the red-suited mutant had sat back down, the elderly mobster followed this example and folded his hands with a more pensive expression than before.

"To say the least, it is… … disappointing that some of you have not been so eager to join my cause." Silvermane began tactfully. "If you are foolish enough to believe that the Kingpin can stop us, then feel free to crawl back to your bases and hide like frightened children. However, if you follow me, I can guarantee that we will control far more than just New York by the time this gang war has ended."

Tombstone spoke up for the first time during the gathering. "If any of you consider yourselves men, than step forward and aid us in this operation." He replied in a low, gravely tone.

The elderly mobster stood up and held out his hand like a father beckoning to his kids. "The time has come for you to choose sides in this war, but by now I am certain that you all understand what I have to offer. Our esteemed guest has also made it clear that the outcome of this struggle will affect us all whether you agree to join me or not…" he gestured towards the Gorgon before resuming his speech. "What say you all?"

The group seemed to fall silent again, although this time the discussion was much shorter due to the absence of the Owl, and the death of their comrade. After a minute of deliberation, the remaining crime lords each took turns shaking the elderly man's hand and pledged their allegiance to help him in the upcoming gang war. Either way they were bound to be dragged into it, but siding with the old man seemed much more appealing than remaining oppressed by Wilson Fisk's monopolized criminal empire, and the super villains serving him. With Norman Osborn and HYDRA backing them, it sounded as though they had a chance to be free and increase their gang territory exponentially in one deal.

Raising their wine glasses into the air, Silvermane proposed a toast to the success of his summit, and happily drank his fill as he watched the others with scheming eyes. He needed their support right now seeing how they were about to go up against the most powerful criminal mastermind on the East Coast, but if they were victorious, everyone would benefit. As they began going over their plans, the HYDRA commander in attendance seemed to ignore them, instead going over his own thoughts in silence. Once their dealings in Manhattan were complete, the spy network wouldn't need any of these criminals anymore…

Meanwhile…

As the arrangements for the upcoming gang war were being made, Magneto had already begun his own operations downtown. It was past midnight and the streets were still rather busy due to the nightlife, although he was relatively careful not to attract any unwanted attention. Due to the stealth nature of this mission, Mellancamp has returned to the base with Senyaka and Mastermind, and much like the passing afternoon, only Pyro had been assigned to accompany him. Walking down the streets in his trench coat, the master of magnetism had hid his costume beneath the coat during this mission, including his helmet, which he reshaped in case they ran into a telepathic enemy.

Having heard that Charles Xavier's X-Men were in the city, he was certain they had begun to track his actions, and was expecting that they would be searching for signs of his presence. Although it was obvious that Wolverine had not come with them, due to the fact that they hadn't instantly picked up his scent. Had this happened, he probably would have run into trouble much sooner. Although they would have been of minimal annoyance, he was glad that no one had suspected him yet, but still remained ever vigilant for signs that someone was sneaking up on him.

Although the gallery building was build like an ancient stone monument, the doors were composed or metal, which ironically made it much easier to break into. Like the previous gallery, the entire security net was electronic, meaning that it would be easily de-magnetized and thus no one would know what they were up against. Having ordered Pyro to stand guard outside, he made sure that no one would barge in one them this time, and his crime would go off without a hitch. Even if someone showed up, he was confident that the red-haired fire bug would be able to distract them long enough to make a clean getaway.

As he entered the section of the museum where the item he wanted was supposedly kept, he was surprised to see that the gemstone was no longer in the case. Cursing angrily to himself, the magnetic mutant found himself sucker-punched by an armored fist. Careening into the back wall of the museum, he floated in the air to avoid a twister made of shifting sand, which came inches from enveloping him in its grasp. He pulled the metal heating ducts from the walls and sent them flying at his opponent, but the burly armored man seemed to shrug it off while his second turned into sand to avoid the impact.

"Who are you?" He questioned with a look of outrage, his eyes narrowing in annoyance as the two villains circled around him.

The first man screamed as he charged forward angrily, only for his opponent to dodge him effortlessly with flight. "They call me the Rhino!"

"I'm Sandman!" his partner added as he too lashed out at their mutual target as he sent a series of twisters at the mutant.

"I see…" Magneto replied with a look of annoyance. "What happened to the crystal that was trapped in this case? Surely neither of you came here to appreciate the exhibits after hours. Perhaps you stole it for yourselves?" he wondered more to himself.

The armored villain merely growled in annoyance. "Don't know what you're talking about, metal man! All I know is that there's a big bounty on your head for whoever brings you into the boss, and we intend to claim it!"

Magneto was uninterested in what they had to say, although he was beginning to wonder who would possibly want him captured. Perhaps his actions had attracted attention from the government more than once, but he wasn't aware of a bounty. Pushing this aside for a moment, he quickly realized that the events tonight at the museum had probably been a trap, even if the two fools he was fighting hadn't known all the details. Either way, now that this place was no longer of any interest to him, he thought up a plan to deal with his enemies and quickly thought f a way to do it. Watching their movements carefully, he waited for Flint Marco to reform his body before creating a metallic orb using the building's metal supports, instantly encasing the villain inside of it and increasing the pressure while rendering his target unable to escape.

Removing more supports from the building, he bound the Rhino to the ground by forming the remaining beams into chains. His opponent struggled to break free as Magneto smashed through the sky light of the gallery, ripping more crucial support beams out of the building, and shaping them into missile-sized metal spears. Letting the loose with great force, he shot them at the armored villain to pin him down. Looking down below, he watched as the museum began to crumble like cheap plaster, its regal appearance slowly beginning to cave in as the master of magnetism went to find Pyro. Looking down, he saw the red-haired mutant being pinned down by a familiar masked hero.

Spider-Man glanced up as the metal master landed several yards away and immediately braced himself. "Well if it isn't helmet head… What is it with you and museums lately?" He greeted mockingly, pausing to gesture towards the defeated mutant on the ground. "As you can see, I ate your pathetic lackey for breakfast just like last time."

The mutant spared a moment to glare at his subordinate, who stopped his struggling against the heat resistant webbing just long enough to look up shamefully. "Sorry boss! He got the drop on me again with this blasted web!"

"Pathetic!" Magneto commented as he ignored his defeated minion and faced the costumed hero instead. Raising his hand, he caused several road signs to spring to life, uprooting themselves from the ground concrete base and all. "This time, I will not be so forgiving towards your interference…"

The metal poles shot at the arachnid-themed hero, forcing him to dodge each consecutive attack and counter the best that he could. Aiming a web blast at his opponent, he tried to snare the master of magnetism like he did his servant, but the man shaped the street signs into a swarm of daggers, which sliced through the webbing and pursued the hero like an angry hive of bees. He leapt behind a tree as the daggers planted themselves into its trunk, but was quickly forced to move as they shot back up and splintered holes into the wood. He weaved and dodged, taking small opening to shoot back web blasts while trying to stay alive, but a wall of fire randomly popping in front of him told him that his sidekick was back in the fight.

Seizing hold of a stone statue in front of the building with his webbing, he uprooted it with his spider strength and spun it around over his head before tossing it at the magnetic mutant. Pyro flipped backwards to avoid being hit overt he head with it, but his master raised a hand, uprooting an iron fence to block the impact. Magneto floated into the air and raised his hand, causing another segment of the fence to fly towards Spider-Man, but the masked hero broke into and a run and shot his webbing at a nearby lamppost like grappling hook, flipping into the air and jumping on top of the flying bars.

He attempted to leap into the air, but a portion of the gate wrapped around his leg like a python, preventing him from escaping for the moment. He attempted to pry the metal from his leg, but seconds later he found himself pinned to the ground. The floating piece of metal landed on top of him as the iron gate seemed to lose it ability to move around. Trapped underneath, the arachnid-themed hero began to feel the full extent of the injuries he sustained and closed his eyes as if waiting for the blow to come, but when it did not, he opened his eyes to see the two mutants standing over him in a menacing fashion.

"So now that you caught me, what do you want?" Spider-Man answered stoically.

Magneto's eyes narrowed dangerous as a section of the fence split off and bound his victim like a prisoner, wrapping around the masked hero in a threatening manner. The captive seemed surprised that he had not been killed, but the magnetic mutant instead raised him so that they were at eye level. "Tell me… What did you do with that gemstone that was missing from the case?"

"Gemstone? I just happened to be on nightly patrol when I saw some familiarly suspicious men robbing yet another gallery." Peter Parker replied confusedly. "I heard some commotion inside, but by the time I took care of your henchman, the place was literally falling apart from the inside, and you were trying to make your escape."

The master of magnetism gazed at the young hero, his iron stare boring into his eyes for several seconds searching for signs that he was lying. After a few moments had passed, the mutant simply sighed with a note of intolerance. "I see… I thought you might have had something to do with those scientific mistakes I encountered inside the gallery." He mused out loud.

"So then you can stop trying to crush me?" Spider-Man questioned with a note of optimism.

His captor's puzzled expression changed into a merciless glare, causing the masked hero to sweat behind his mask. "There's no need for me to waste time on something so mindlessly violent…" The young man seemed to breathe a sign of relief, but tensed up as the magnetic mutant turned to face his subordinate. "Pyro, do as you wish with this meddlesome insect."

The fiery mutant let out an insane cackle as he cracked his knuckles together. "With pleasure…" he replied, happily moving his flamethrowers into position. "Don't worry mate, I'll leave enough of you unburned so that the authorities can identify the corpse."

Spider-Man closed his eyes again, but seconds later he head a small thud as his would-be killed landed beside him. He looked up to see who had saved him, only to see a familiar face standing across the museum's parking lot. The newcomer wore a green spandex suit with yellow lightning bolt-shaped markings running up his chest, legs, and arms, and a yellow mask over the top half of his face, with lightning bolt-shaped attachments branching off from the bottom and top with holes for his eyes. Known as a master criminal in this city, he had the ability to not only absorb and control, but also produce large blasts of electricity and store it inside of his body like a living power plant.

"Oh great… Just what I needed now." The superhero commented in a sarcastic manner as he reached up and tried to pry off the metal rods holding his body.

Magneto turned around abruptly with a look of surprise which quickly changed to anger as the electric-themed villain tried to zap him. Forming nearby metal into a wall he created an orb around his body to redirect the electricity before forming it into kunai knives and sending them flying at his new opponent. To his surprise, the electric villain shot them out of the air with his electric bursts, causing them to fall helplessly towards the ground. While the magnetic mutant was slightly confused by this at first glance, he quickly figured out what happened after considering metal's properties.

"So, you de-magnetized my weapons using electricity? Clever... but not clever enough!"" the master of magnetism replied with a note of grudging respect which evaporated very quickly.

"Don't think I'm as weak as those two idiots you fought in the museum!" the green and yellow-clad villain screamed wildly. "I am Electro, the master of energy and power!"

Sheets of metal went flying towards him, but Electro zapped them out of the air and attacked his target again, forcing the mutant master to block his electric blasts using more metal. As the two villains clashed, Spider-Man managed to pry his bind loose and get to safety, watching the battle from a safe distance. Looking out into the distance he could see police cars speeding towards the scene, but he doubted they could do much against two enemies who could use metal for their own purposes, thus rendering the use of firearms and police cars entirely useless. Waiting helplessly, he cursed himself for not being able to stop the magnetic mutant, and quickly began devising ways he could turn this around.

To everyone's surprise, Electro reached into his costume and pulled out a pair of spherical devices. "Time to end this, magnetic man!" he shouted, tossing them at his opponent.

Magneto raised his metallic shield, but his opponent demagnetized it, forcing him to repel the projectiles himself. He focused his own powers on the orbs as they came at him, but felt no magnetic field or potential around them and realized that he had been duped. "Plastic…" he seethed with anger.

The grenade-like objects cracked open as they struck him, releasing some type of green goop covering his form. While it seemed like nothing more than a childish ruse at first, the foreign substance seemed to burn at his skin as he felt it touch his hands and face. Immobilized by whatever poison he had been struck with, Magneto attempted to stand up and fight back, but his legs fell out from beneath him as if they were made of jelly. He tried to take flight using the Earth's magnetic field like he usually did, but his powers didn't seem to be responding, and a feeling of excruciating pain began to overtake his entire body once again. Cursing loudly, he reached out to use the surrounding metal in another attack, but was unable to so much as move a single shard.

Grabbing his head, the mutant screamed in agony, thrashing around for several seconds before collapsing helplessly onto the ground. For some reason, he seemed unable to use his powers, and could barely move. Judging by this strange substance and the plastic weapons, it was almost like someone had purposely set this whole thing up. These thoughts floated through his mind for a few moments, but his mind began to wander and seconds later he passed out on the ground with a loud smack.

Meanwhile Spider-Man was conflicted as to what he should do, but while contemplating the situation, he watched suspiciously as an unmarked helicopter came down and took both Electro and the injured mutant away. Reaching into his costume, he called up his spider strength to hurl a tracking device at the hovering aircraft to make sure he could find them if it was necessary, although judging from the outfits of the people driving the helicopter, he sense there was a connection with the Kingpin. Swinging down from his safe place, he moved Pyro's unconscious body from the streets and laid him against a tree before swinging off into the night. There was something strange going on here, and Peter Parker was beginning to wonder if those mutants in town knew anything else.

Note to Readers: All right, another chapter down and this time it seems like things are getting serious. You might have noticed that Iron Man made a small appearance. Please tell me if you want him to play a bigger role in the story due to the appearance of SHIELD, or are you fine with Tony Stark's involvement being limited to a guest appearance? Sorry for any spelling or grammar errors, but as usual I write late at night a lot of the time.

I hope you guys enjoyed this chapter, and please review. It motivates me to update by keeping me wanting to write more chapters, and gives me an idea of how I'm doing. If you have any ideas of your own or enjoyed a particular part of the story, please let me know.


	18. Chapter 18

**Chapter 18: World War II Legends **

Disclaimer: I do not own any Marvel characters or logos.

It was a dingy morning in New York by the time Nick Fury had dropped off of his two agents in the streets of Brooklyn. The general atmosphere was unusually dense as the clouds stretched as far as the eye could see, easily covering up any place where the sun could shine through. Despite the fact that it was still before noon, the surroundings created a tense atmosphere. Having taken a taxi to avoid the attention that a helicopter would have attracted from the locals, both Wolverine and Captain America were dressed incognito, wearing ordinary clothing as opposed to the X-Men uniform and superhero outfit that they usually wore on missions. To passersby, the two heroes would appear as nothing more than a pair of buddies walking the streets of New York.

Logan was clothed in a black shirt and tan pants, his dark hair and rough facial features in sharp contrast to the noticeably taller man behind him. Having taken off his hero outfit, his neatly combed blonde hair was visible to the eyes of others. Possessing a less feral appearance than his partner, he appeared as a normal Caucasian gentleman with light features and a square jaw. Needless to see they were both much older than they appeared to be, with the mutant's ability to regenerate preserving his youthful appearance while Captain American had been cryogenically frozen for several years since the end of World War II.

Although they were anything but helpless, both men were traveling through some of the worst parts of the city, having landed in the downtown area where crime ruled the streets and drug trade was just another part of their way of life. Several members of the New York City police department had been killed while working these districts, many of whom had attempted stop the local gang wars, while others had merely been shot on patrol as a sign to other law enforcement not to come around here. While it was said that he was last sighted in Manhattan, there was a high probability that the person they were searching for operated in the other cities, but might be hiding in the red light district with to avoid detection. In a place where criminal activity was so prevalent, it would be hard to locate one criminal so easily.

Walking alongside each other, the two agents moved about as casually as possible as Wolverine occasionally sniffed the air, trying to get some sign that the man they were searching for was nearby. He scowled in annoyance as they passed a group of scantily dressed woman, instantly knowing that they weren't just trying to look pretty standing out on the corner like that. Logan knew that he wasn't entirely innocent of crime himself, but some of the girls looked no older than the students at the institute, and it disgusted him when he thought of the people he knew participating in such a sickening practice. Clenching his fist, he resisted the urge to gut the pimp with his claws, and turned a blind eye as he continued after Steve Rogers.

Glancing around, the patriotic hero's gaze settled on the man behind him for a second. "Get anything yet?" he questioned.

"Nope… Not a single whiff of the guy we're looking for." Logan replied with a sigh of boredom. "This city's so huge that it was divided into a bunch of smaller cities, and the chance that we'll be able to find one guy in the middle of this dump is pretty slim."

The super soldier seemed to consider him for a moment before speaking again. "That reminds me… Before you were brought in to see me, Fury mentioned that your ability to manipulate those metal implements from your body is connected to the healing factor you inherited due to the mutant gene." He paused with a puzzled expression as if expecting his old friend to answer, but found himself unable to continue for the moment.

Wolverine sighed with a bemused expression, although after a short period of consideration, he smiled understandingly. "Since it's been years since the war, I might as well tell you a bit about the stuff that's happened to me since then. I'm hardly one to talk, but I guess it would be rude if I kept you in the dark after the incident left you in the deep freeze for over fifty years."

"You seem a little more willing to speak of it then you were earlier today." The super soldier replied curiously. "You always seemed so unshakable in the face of death during World War II, facing down the most fearsome enemies and taking on entire platoons single handedly. Bearing this in mind, your reaction from before was somewhat disconcerting."

The feral mutant let out a small groan in response to the statement. "Whether or not I'm willing to talk about it is usually something that varies by the day, but it's never been easy." He began with a hesitant note.

Captain America shrugged in response. "You were one of the greatest soldiers I met during the war, and in some ways even I looked up to your example. Throughout countless battles you never displayed signs of fear or doubt even while staring death in the face. It is frightening to think that something so terrible happened to you between then and now that still weighs so heavily on your mind."

"I'll begin by saying that what happened to me made the war look like a cakewalk, but the annoying part is that my memories of it all are still a but fuzzy." He unsheathed the weapons in his right hand with a glum expression, following it up with a nasty scowl. "The creeps that gave me these claws were afraid of someone like Hitler ever coming to power again, and because of that they were paranoid enough to turn people into living weapons."

"Fury hasn't explained very much to me on this subject… If you could a little bit of world history in your explanation, it would be greatly appreciated." The super soldier looked down at his own feet for a moment as the feeling of ignorance returned. Having been preserved for so long, he only possessed a basic knowledge of what happened after the war, and was hoping that this would make it easier for him to follow.

Wolverine glanced over at his old war buddy for a second and realized how hard it must have been to have woken up in an entirely different world than the one he had fought to save all those years ago. Thinking quickly, he decided to describe things in a manner that the captain could identify with. "Well let's just say that my own experiences in the following years were probably worse than anything that I ever experienced in the war."

The statement had its desired affect, causing Steve Rogers to react with a rather startled expression. "I fail to see how anything could have been more challenging than having to deal with standing on the front lines and fighting to stop the slaughter of millions."

"Well then consider yourself lucky that you didn't have to go through the hell that I endured during the following years." Logan grumbled with as noticeably less friendly expression.

His partner raised eyebrow, although he appeared more curious than upset. "I'm still not entirely certain what you mean, but why don't you start from the beginning and we'll go from there."

Wolverine took a moment to sigh before continuing his explanation. "Well, it all started after the fall of the Hitler's regime in Germany at the end of the war. I'm sure that the guys at SHIELD already told you some of the major stuff that happened after you were cryogenically frozen."

"Fury had some of the agents brief me on the state of affairs in the United States and even gave me a small overview of what had happened in my absence, but very little specifics were mentioned." Steve Rogers began with a mild sense of bewilderment. "I expected that the Red Army would eventually turn against us, which apparently did happen once the Nazis fell from power."

"People always went on about your combat abilities, but I always knew that you were a smart guy…" the ill-tempered mutant replied in an almost complimentary manner. "For a while there was a divide between the Capitalist and Communist powers, one side lead by the United States, and the other by the Soviet Union. Even though he had been our ally during the war, Stalin was apparently no better than Hitler morally speaking, and the competition to gain support for both systems of government created an era that people refer to as the Cold War."

The super soldier shrugged in confusion. "Nick Fury already explained this to me shortly after I was cured by the scientists in his organization, but I fail to see how the Cold War directly relates to you. It is apparent that no actual battles were fought during these following decades, so how exactly does your current condition have anything to do with this?"

Wolverine groaned again, although he was not angry with the patriotic hero, and did so more out of his own disdain towards explaining things to other people. "Well I can't say that you're wrong about that, which is what makes this story such a bitch to tell."

"What do you mean by that?" the captain added casually.

"Well there were no actually battles that took place during this time between the Capitalist and Communist states, which means that the creeps that turned me into a living weapon didn't gain very much in the long run." The Weapon X mutant began grumpily.

Steve Rogers relaxed his shoulders slightly, having expected a much more gruesome explanation from his old friend. "I see now. So you were also created as a weapon to serve your country, similar to the experiments that the allied powers performed on me during World War II." He sighed as if slightly relieved. "Looks like you and I have something else in common…"

"The story's not finished yet, captain." Logan suddenly interjected. "The Super Soldier formula used during Project Rebirth may have had some nasty drawbacks as you experienced, but the Weapon X Project that they subjected me to was probably the worse of the two."

"How so?" the patriotic hero raised an eyebrow. "Not saying that I don't believe you, but seeing how I almost died after serving the allies during the war, it's hard to believe that there could have been something worse in the works for you."

"Anyway, as I was trying to say, the project that turned me into a metallic freak wasn't something I care to think about." Wolverine sighed again, as he hadn't been looking forward to explaining this part of his life, although he felt almost obligated. "It began during the Cold War era when some freaks in lab coats thought they could turn mutants into living weapons for the cause. There were a few people involved in this, although of the group I was probably the more successful ones."

Captain America listened in fascination, although when his friend did not continue immediately, he spoke up. "If that was the case, than what happened to you during these experiments?"

The feral mutant let out a grouchy noise and turned away for a second or two, but having realized that he was probably the only friend Steve had left, he quickly concealed any signs of his annoyance. "You wanna know what happened? The creeps used my healing power to keep me alive while they turned me into a freak."

"Wait a minute… You mean to tell me that they…" the patriotic hero began hastily.

"Oh yeah, it was pain that you couldn't possibly imagine. The bastards ripped me open and treated my bones with adamantium!" he growled, his eyes flashing dangerously at the thought. "Shortly after that I was subjected to tests and treated like a lab rat. They eventually wiped my memories of the events and turned me loose, and here I am today."

Taking a deep breath, he bit the bottom of his lip to prevent curse words from escaping and continued. Wolverine felt his fingernails biting into his wrists as memories of his past resurfaced again, his claws beginning to slide through the slits of his gloves. Gathering up his anger the enraged mutant refocused his powers and retracted the weapons before they were visible. The blonde-haired man standing beside him looked horrified at the prospect, although his friend had been painstakingly blunt enough. The two of them continued on in silence for several minutes, walking parallel to one another, despite the fact that the captain appeared to be more distraught by the thought than his partner. After several more minutes passed, Wolverine growled in annoyance, prompting his old friend to raise an eyebrow in surprise.

"I'm sorry for what happened, although it was my fault for being so curious." Captain America answered ruefully.

Wolverine raised a hand as if to sweep aside his comment. "Nah, it's got nothing to do with you, and I can't blame you for being curious." He let out a low growl as if releasing the turmoil he had previously felt. "Just let it go… Nothing you coulda done to help me."

The blonde hero shook his head with a stoic expression. "It just makes me wonder how any human could put his fellow men through such a harrowing experience. I'm personally wondering how you managed to overcome something so awful." He paused dismally. "To be treated like an animal and then discarded once they no longer needed you just seems like something that any normal human would be incapable of."

"You of all people should know exactly what kind of people would do that." Logan added as more memories flooded his mind. "Hitler and his group of flunkies were more than willing to do it, and we saw the results of his insanity during the liberation of those death camps in Europe."

Captain America closed his eyes for a moment as his mind returned to those days, and for in that moment he saw the piles of bodies being disposed of in the concentration camps. To him it felt like these events had just happened weeks ago, and it pained him to think about some of the things he had seen. Looking at the man walking beside him, the patriotic hero felt a pang of guilt when he realized that his old partner had seen much of the same sights, and yet was forced to endure even more pain after that war ended.

In some ways the captain wondered if he had been fortunate to have remained in stasis for the last several decades. As he thought of Hitler's rule in Germany, another series of faces came to his mind, all of which had plagued him since his awakening in this modern world. The first was a teenager wearing a mask and costume very similar to his own, the second a tall muscular man wearing a monocle and wielding a sword, and the third was a hideously misshapen visage with piercing eyes, the man's body clothed in the garb of the Nazi party. Although he would not admit it out loud, the blue-clad hero still saw this face in his most terrible nightmares.

"So many people…" Steve Rogers mumbled with a note of regret, his eyes moving towards the ground at his feet.

Wolverine's gruff exterior seemed to melt away if only for a second, as if he had suddenly figured out what his partner was thinking. "It must be a real pain to wake up and have no idea where you are."

"And even worse when you find out that most of the people you knew are no longer alive. I would have to say that you're the only friend I remember from the old days that hasn't passed away in this modern world." The captain added in with a small frown.

"I know you feel like a relic here, but don't forget that I was older than you when we first met, and I've lived to see it all." The feral mutant added in a slightly more civil tone. "You got no idea how much I've seen during that time, and how many things that I wish I hadn't. If there's one thing I do know, it's that life doesn't always turn out the way you want, and you'll have regrets if you don't live it the fullest."

"A very wise sentiment… Although it is strange to hear something like that from the likes of you." The patriotic hero replied with a half-smile.

Logan spat on the ground and continued walking for a few paces, but a second later he wore a similar expression. "Who would have thought that the great hero of the allies had a sense of humor?" he remarked with a note of sarcasm.

The war buddies chuckled slightly at the small exchange, although neither of them was known for having an infectious sense of humor, and the small moment of laughter subsided fairly quickly. They were both soldiers at heart, men who had dedicated their lives to fighting, and yet the two of them had become weapons in the process. As the animalistic mutant sniffed the air for any sign of their target's scent, his partner found his thoughts wandering again to the days they had spent on the battlefield, although this time he saw the face of their third companion more clearly than ever.

Flashback

Three figures darted through the shadows as they continued their infiltration of a Nazi stronghold, located deep underground beneath the battles waging above. The allies had begun one of another series of raids on the concentration camps on the surface, but located deep in the underground bunker beneath the terrible facility rested something far more sinister. The labyrinth of hallways was designed to confuse intruders and prisoners held within to prevent their escape, having been line with metal to make each passage identical in appearance, but this did little to deter these three soldiers who had discovered the truth. In these passages beneath the battlefield rested a secret laboratory commanded by some of Hitler's most terrifying servants.

Captain America was at the head of the group, closely followed by a slightly younger version of Wolverine. Although his regenerative abilities had largely prevented him from aging, his face seemed less intense, and his appearance was generally less rugged all these years ago. There was no question that the Weapon X Project had changed several things about him, but even during the war he was accustomed to facing harsh conditions. Born as James Howlett in Canada, he had gone by a number of aliases and didn't much care how he was referred to by other people, and possessed a no-nonsense personality. The mutant soldier was known for his strength and ferocity in the heat of battle, and thanks to his keen senses, they were getting very close to the enemy with each passing moment.

The third soldier wore a blue soldier outfit and a matching mask over his eyes, along with pair of boots and gloves in a similar color scheme to those worn by their group's leader. Known as the captain's sidekick and protégé, Bucky lacked his mentor's scientifically enhanced abilities, but was still a skilled martial artist able to match even the most powerful enemies in hand-to-hand combat. He was a young man with an average build, yet despite this he had the skills to keep up with anyone, even the legendary soldier whom he was assigned to work with.

Seeing a pair of doors at the end of the hallway, Logan kicked down the door, knocking them off of their hinges as he broke the locks. He entered the room beyond, closely followed by his two teammates, yet despite their years of training, none of them had expected to see what was waiting for them beyond. The groups on a platform connected to a series of stairs, leading down into a large cathedral-sized laboratory. The room was filled with a number of platforms where research was being performed by scurrying scientists, and several human beings were being held alive within transparent cylindrical tubes.

It was no secret that the Nazis has been conducting medical research on several people held in concentration camps, but seeing it firsthand was like something out of a science fiction novel. Many of the people seemed starved due to the protrusion of bones and sunken facial features, while others looked sickly and were trapped sitting in their own vomit and waste. Bucky cringed slightly as he saw these individuals, but all three heroes found the indifference of their captors to be even more disturbing in some ways. A strange series of growling noises was also coming from the farthest corners of the room, although they were unable to see what lay beyond due to the sheer vastness of the lab.

Without waiting for the others, Captain America leapt down and flattened one of the soldiers with a well-placed kick to the head, using his shield to disable a second enemy as he converged on their leader. Standing at the opposite end of the room with his back turned to them was a man wearing the black suit and red armband of the Gestapo. The patriotic hero made a dash towards his nemesis as more enemy soldiers emerged to intercept him, but whatever threat they might have posed was quickly neutralized as his two companions joined in, effortless beating back the armed fighters with their bare hands.

"You're finished messing with people's lives!" Logan called out angrily, clenching his fists threateningly as he spoke. "This time we're not letting you get away."

Bucky stepped up with a glare. "You're finished, skull man!" he screamed in agreement.

As another squad of soldiers fell to the ground, as the three heroes rounded on their target, eliciting a small laugh from their host. The Red Skull turned around, revealing his hideous face and piercing features, both of which were attributed to his trademark mask that he wore all of the time. His chortle was low and mirthless, but the laughter quickly died from his eyes, revealing a powerful and unforgiving expression. Standing on the raised dais across the chamber, he bore down on them with an unshakable confidence, and seemed to find their presence more amusing rather than deeming them an actual threat.

"Very well played, my old friend… Unfortunately you seem to have forgotten that my strategic prowess far surpasses your own." The Nazi villain replied with a nasty smirk. He snapped his fingers, causing several soldiers to emerge from the shadows, each with a loaded weapon poised to fire. "While it always does well to begin with a strong offense, you must remember to prepare for any possible circumstance, just as I did with the three of you."

The Nazis raised their weapons as their leader spoke, each of them preparing to kill their targets as soon as they wee given the orders. The patriotic hero let out an angry scowl as he prepared to fight to the death, but a sideways glance at Bucky made him reconsider. Despite his prodigious skills, the youngest member of their team lacked their metahuman abilities, and now that they were cornered like this, it was abundantly clear that he might not survive the encounter. As they considered what to do, Logan tensed up and reached for his weapon, but the captain seized his friend's wrist and shook his head regretfully.

Captain American raised his hands in the air, causing Bucky to do the same. The mutant soldier hesitated for a moment before doing the same, having been placed under the patriotic hero's command for this mission. Although incredibly defiant the majority of the time, Logan knew what it meant to be a soldier and reluctantly followed their lead, allowing the soldiers surrounding them to remove their weapons. Their captors confiscated the captain's shield and Logan's they marched the prisoners over to the platform where the Red Skull was waiting, pushing them into the ground with deliberate force.

The skull-themed villain laughed again as he bore down upon his prey, his eyes darting around excitedly at having correctly predicted the weakest link in their group. "It appears that my inclination was correct." He began triumphantly. "While the two of you might have survived any escape attempt, the chances that the boy could have done the same are exceedingly low."

"So what are you gonna do? Kill us?" Logan snapped defiantly.

This reply earned the mutant a kick to the shins, causing him to double over in pain as the soldiers laughed at his predicament. His teammates watched in discomfort as their captors continued to beat him until repeatedly, only stopping once he had stopped moving. Bucky knew that the Canadian soldier was tough, but at the same time he knew that such a brutal show would have broken a normal man's body very easily, yet his teammate did not show them any sign he was in pain. Watching on in silence, the sidekick regretted his own weakness causing their capture. The Red Skull raised a hand to stop them, but oddly enough he shook his head in disapproval of their actions.

"Do not waste your time…" the Nazi leader sneered casually. "The man you attacked is known for his healing factor. His ability to recover from almost any injury at an alarming rate is one of the reasons why he was placed on the same team as the legendary Captain America."

"The Axis powers are still going to lose this war, whether we survive or not. I have faith that justice will prevail whether or not any of us are here to see the end of this conflict." Steve Rogers replied with a stern nod.

One of the soldiers smacked him with his own shield, causing the legendary hero back onto his knees as he recoiled in pain. Although such an implement was usually used as a defensive tool, it was made out of one of the hardest substances on Earth, and could be used to inflict major injuries as evidenced by the captain's reputation on the battlefield. The Red Skull called off the soldier before he could strike their captives again, causing his subordinates to stand back. Logan let out an angry sound, but was quickly silenced as a blade came inches from his throat. Looking up at his new enemy he caught sight of a German soldier with a shaved head and green uniform. Despite his age, the bald man seemed to be held in high regard by the others, indicating that he was one of the leaders.

"That will do, Wolfgang." The Red Skull reassured his more youthful collaborator.

"As you wish…" The young Baron Strucker sheathed his blade and stepped backwards, allowing the others to take their positions around the captives.

The Red Skull stepped down from his platform and greeted his guests up close for the first time, his eyes wandering over their faces as he admired the looks of animosity they wore. His arch enemy wore a proud expression that did not waver, while the sidekick seemed deeply upset. Logan on the other hand was beside himself with anger, although for once in his life he decided to hold his tongue in the face of adversity. Seeing their reactions brought joy to the Nazi commander's twisted face, and he turned back towards the raised platform.

"Do not fear, for I have chosen to spare your lives for the moment." He reassured the young soldiers in his thick Germanic accent. "You will all bear witness the beginnings of my master plan before you die! Consider it an honor..."

Captain America looked up with a puzzled expression. "Would I be correct to assume that Heinrich Zemo and the others have something to do with this?" he questioned angrily.

"I have no intention of allowing that fool to take credit for my brilliance!" the Red Skull shouted, his eyes widening menacingly. "What you are about to see is something that my scientists have been working on before the war began." He motioned for the scientists to turn on the lights. "Behold!"

The three allied soldiers gasped slightly as the darkened areas of the room were illuminated, revealing a series of much larger tubes than the ones that held the human experiments, each one of them holding an unfamiliar creature within. Their growls were muffled by the containment units, but if there was one thing certain it was that these beasts were not naturally born animals of any kind. Most of them were large with carnivorous teeth, although each one of them seemed like they were made of parts from different known animals. Most of them exhibited aggressive behavior, openly snarling and clawing at the walls of their confinement in an attempt to escape.

"Whoa dude… and here I thought you had issues before." Bucky commented.

"What the hell are those things?" Logan hissed, looking slightly disgusted by the experimental creatures.

Their captor paused for a moment as if he were contemplating what the best way to word his answer would be, a look of sadistic amusement twisting his features as if the mask were his own face. "You might say that we finally found a use for those filthy degenerates we've been holding in our little camps."

Captain America's eyes went wide with disgust. "You didn't!"

Wolfgang von Strucker stepped with a nasty smile. "Indeed we have…" he announced proudly. "We have given meaning to the lives of these unnecessary creatures by making them into something far more productive towards our cause."

"I am certain that the Fuhrer himself would be pleased to see the people he desired to eradicate are existing in a capacity that will benefit those of us who serve the Third Reich!" the Red Skull added proudly, his arms shooting into the air.

Bucky looked around with a confused expression, although he hesitated for a moment before voicing his question. "How did you turn innocent people into monsters? It just doesn't make much sense to me." He pondered fearfully.

Strucker crossed the room to where his superior was standing, motioning towards the containment units holding the dead and dying human subjects. "Several men and woman were taken to this lab, and it is here where our teams of scientists tested several unstable, experimental serums on living subjects."

"You sick bastards…" Logan hissed, earning a kick from one of the guards restraining him. He groaned slightly, but refused to do any more to show the enemy his weakness.

The Red Skull ignored him and resumed the younger Nazi's explanation as if they hadn't been interrupted. "As you can probably guess, many of these experiments did not go as planned, while others resulted in the death of the victims." He pointed to a half-dead prisoner in a nearby tube. "Many received some terrible side-affects from the drugs and chemicals, but due to the large amount of prisoners, we had a virtually endless number of subjects to work with."

The young sidekick's gaze hardening considerably. "It just wasn't enough for you to ruin their lives by working and starving them to death in your camps. You just had to take that extra step and strip them of whatever shred of humanity they had left! What could you possibly obtain by making these people into freaks?" he screamed with outrage.

"Don't waste you breath on these guys." Captain America replied disdainfully. "Don't you see? They plan on releasing these horrors onto when the allies least expect it, thereby turning the tide of the battle in favor of the Axis."

"As intelligent as always, aren't you?" the masked Nazi answered with a devilish grin. "The Allies won't even understand what they are fighting when these creatures are sent into the battlefield, in their moments of hesitation we will strike back with the force of a hammer, striking down the remainder of their resistance."

The enemy continued his explanation proudly, but as he began to ramble, the three prisoners fell silent and contemplated how to escape. Taking this short reprieve as a blessing in disguise, the heroes silently looked for a way to escape. It was fortunate for them that the Red Skull was busy explaining the details of his scheme, as he stood with his back to them, arms raised towards the ceiling as he marveled at the fruits of his labor. Noticing that the enemy soldiers were distracted by the explanation as well, the captain exchanged glances with his teammates and waited for the right moment to strike out.

Although they were unable to communicate their ideas of escape to each other, the trio had been in a number of tight spots while serving during this war, and likewise they were good at thinking on their feet during stressful times. The patriotic hero nodded very quickly, a small gesture that went unnoticed by their captors while catching the attention of the others in his group. Waiting for his lead, they waited until the captain made his move. Struggling violently, the super soldier threw off his captors with ease, elbowing the man hold his shield in the gut and retrieving his trademark weapon in one swift movement.

Logan followed suit as he slammed the man holding him in between the legs. Several more soldiers took out their weapons in an attempt to shoot him down, but the enraged mutant responded by spinning his hapless victim over his head and tossing him at his companions, using the man's body as a barricade to absorb the flying bullets. The men holding Bucky tried to take him hostage, but the young soldier flipped his former captor with a quick throw, kicking another Nazi in the head and dodging the gunfire of the third. Several more enemies emerged to attack, but their bullets were deflected by the front of Captain America's shield.

The Red Skull cursed in outrage, his eyes bulging madly as he aimed a shot as the trio, but was quickly disarmed by the captain's flying shield. "Do something, you fools!" he bellowed to his fallen subordinates.

Steve Rogers reached up and caught his weapon like a boomerang. "Fan out!" the patriotic hero ordered, earning a pair of nods from his teammates.

The three heroes began mowing down groups of enemy soldiers as they charged forward, having taken out almost a dozen by this point. The Skull fled in the opposite direction to the nearby control panel as his minions attempted to slow down the trio, but were quickly defeated despite having better weapons and greater numbers. The future Wolverine fought fiercely, literally dodging bullets with amazing agility. One of the soldiers pulled a pistol on him at point blank range, but the Canadian soldier wrenched the weapon from his grasp and shot him with it. He was peppered with several shots during the struggle, but his healing factor allowed him to continue fighting.

As his sidekick and Logan dealt with the remaining guards, Captain America leapt into the air and tackled the Nazi commander, aiming a punch at his arch nemesis as the two struggled on the floor. The masked villain smashed him in the lower jaw with a powerful punch, pushing the captain off of him and causing his shield to go skidding across the floor. The two combatants glared at each other as they tumbled sideways, but the super soldier responded by kicking his enemy in the stomach.

Seeing that most of the enemy soldiers were down at the moment, Logan ran towards the battle to help his friend but was intercepted by the movement of a blade. He flipped backwards as Wolfgang von Strucker drew his sword, facing him with a look of loathing. He held his sword up so that the blade shined in the dingy light of the underground lab, the young Nazi's grimace deepening as he swung at his enemy again.

"I had hoped to face the legendary Captain America, and instead my blade will be wasted on the likes of you!" Strucker replied angrily.

"Keep thinking that, and I'll bury you with that blade sticking through your heart!" the mutant soldier replied with equal ferocity.

Without any further banter, the young Nazi dashed forward and swung his sword in complex patterns, making several cuts on his opponent's body as they fought. It looked like some type of twisted dance as Strucker jabbed and sliced, using his master swordsmanship in a way that would have easily beheaded most people. Logan shot the last rounds from his weapon, but the baron dodged effortlessly, using the side of his blade to block some of the bullets as he backed his enemy into the corner. With a triumphant smirk, he lunged forward, his sword getting caught in the wall for a moment. The Canadian soldier ducked and swept his foot down, knocking the enemy off balance and disarming him in one shot.

"You filth!" Strucker screamed as he fell backwards, unable to defend himself as the opponent unleashed a powerful punch to the man's cheekbone.

His fellow combatant took the sword from the wall and tossed it away to prevent the defeated enemy from taking it back, sparing a moment to kick him in the shin with deliberate force. The young Nazi crumbled under the force of the blow, landing with a crash on his back as Logan ran past his defeated form. The mutant warrior felt his cuts close as his healing factor repaired the minor injuries inflicted by the enemy's blade, but his plans to help the captain were cut short as he was forced to aid Bucky against the remaining soldiers.

"This laboratory will be your grave!" the skull-themed bad guy announced.

"I have no intention of allowing you to win this time!" the hero retorted stubbornly.

Steve Rogers continued his fight with the Red Skull as they tumbled around, using whatever they could get their hands on as weapons. The masked villain rearmed himself with a gun from one of his fallen minions, but the captain flipped backwards to avoid the shots and retrieved his discarded shield. The super soldier tossed his shield again, causing it to smash into the masked villain, who fell into a control panel on the wall. Screaming in annoyance, the Nazi prepared to resume the battle, but was caught off guard by the loud metallic crunching in the distance. Having been pushed into the release switch had created even more complications for the group.

The scene froze as the tubes holding the experiments opened, releasing the creatures inside. Several dead bodies collapsed onto the ground as the containers which held them gave away, but the more monstrous creatures present seized this chance to attack. Snarling and roaring like savage animals, the carnivorous creatures charged anyone standing close by, ripping them to shred and devouring the remains as the human scientists attempted to flee to safety. One of the German technicians tried to escape, but was seized from behind by a pair of claws and pulled into the shadows where he was devoured by the beast.

"Fools! Do you have any idea what you've done?" the Red Skull screamed in outrage, making a grandiose gesture to the chaos. "Those monsters were not yet conditioned to follow orders, and now they will kill without restraint. You've ruined everything!"

Logan opened his mouth to retort, but was forced to dive sideways as one of the beasts attempted to shred him. It was roughly the size of a car with a lizard-like head and the body of a jungle cat, outfitted with strong back-legs and muscular arms ending in human-like hands. The mutant grabbed the monster's mouth and held it open with all of his strength to prevent the beast from snapping him in half with its mighty jaws. Shifting his own weight, the soldier used his attacker's own size against it, and sent the beast flying into a nearby wall. Another came at him from the side, but was quickly grounded by Captain America's trademark shield.

"Those rotten do-gooders may have ruined my plans, but that doesn't mean I cannot take my revenge." The Red Skull seethed angrily.

Using the chaos created by his escaped monsters, the masked villain typed in a pass code into one of the machines in the room, activating the failsafe mechanism he had created in case something like this happened. He snickered quietly as the ground began to shake, sneaking through a secret door in the midst of the ongoing battle. Soon the laboratory would be destroyed, and everyone trapped inside of it would be crushed in the tons of debris. Once the mechanism caused the walls to give away, it would only be a matter of time before the entire facility was buried underground, leaving everyone trapped inside.

Several of the enemy soldiers had begun fleeing the scene as they scrambled away from the monsters, but many of them were unable to escape and were ripped apart by the beasts. Bucky responded to his attackers by using his agility to outmaneuver the beasts, causing them to bite each other and fight amongst themselves. Two alligator-like creatures snapped their jaws at him, but the larger one missed and swallowed the other, allowing the superhero sidekick to escape the scene unharmed.

The fray continued for several minutes as the Nazis fled and the three heroes fought against the freed monsters, but after resisting for quite some time, the trio found themselves surrounded by the experimental beings. The animalistic creatures snarled in anticipation as they prepared to swallow their prey whole, but as the three soldiers prepared for their final stand, a large piece of cement came flying from the ceiling, crashing down on top of the beasts.

Bucky began looking around warily as the rumbling continued, already in shock from the first eruption. "What on Earth was that?" he screamed.

"The allies Red Skull must've set off some kind of failsafe mechanism. We need to get out of here!" Captain America replied.

"What do we do about the skull and that freak with the sword?" Logan added with a look of concern.

The blue-clad hero shook his head regretfully. "They're probably long gone by now, seeing how both ran when the experiments broke loose from their containment units. Right now we've got no choice but to get out of here before we're buried along with this laboratory."

Stepping over the rubble and past the confused beasts, they were careful to avoid the panicked monstrosities as the trio attempted to go back the way they came. As they headed into the tunnels from which they first emerged. The halls creaked and groaned violently as they headed off into the darkness, but they ignored the sounds as Logan moved ahead and began leading the others. Bucky took up the rear as they saw the exit coming up, but as they neared the stairs leading out of the underground passages, the walls split open with a resounding crash, the metallic walls straining as rubble fell from the opening.

Captain America turned around abruptly as he saw his sidekick call out for help, but before the other two could do anything else, the boy was crushed by another layer of falling debris. Rushing over to there the younger soldier had disappeared, the patriotic hero began digging through the mess with his bare hands in order to free his old friend. The future Wolverine ran to his side and began to help, but was forced to pull back as a large pipe sticking out of the wall erupted with a stream of hot gas, spraying the captain in the face.

Steve coughed violently as the air hurt his lungs, beating his fists against the wall of debris that separated them from his sidekick. "Come on pal, don't give up yet!" he beckoned between coughs.

Although he never received an answer from his fallen friend, the captain's continued his fruitless labor as he attempted to remove the increasing amount of rocks and debris. Logan stepped back fearfully as the gas filled the hall, covering his mouth with his sleeve as the fumes from the lab below filled the hallway through the busted gas line. As he breathed in the fumes, the captain's struggles became weaker, and after pulling the other man's limp form out of the way of a particularly large stone, he realized that there was no hope for them all to escape alive. The piles of debris only grew by the second, and any second it was possible that they could die.

Casting a regretful expression towards the crumbling tunnel, Logan made one of the hardest decisions in his life. Slinging the captain's unconscious body over his shoulders, the Canadian soldier ran the remaining length of the hall, barely escaping as another mass of falling rubble came inches from blocking their escape. Scooting through the remaining space, he dragged his teammate's body through the doors and sprinted up the stairs, coming out near the entrance to the tunnels. Although barely awake himself, the captain reached out his hand towards the tunnel as he was carried to safety, his expression of mingled horror and despair appearing as the last round of explosions sent a wave of fire spewing from the tunnels.

End Flashback

The two war buddies fell quiet again as the captain's thoughts revolved around the events of that fateful day, but Wolverine seemed to be thinking the same thing. Topping for a moment, he tried to find the right words to phrase his own thoughts on the subject, but it was clear that he was hardly the type of person to do this sort of thing. It wasn't as if he didn't know what his friend was feeling, but he had never been the best when it came time to comforting others. In the end they were really both soldiers to the core.

"Thinking about that day, aren't you?" Logan closed his eyes for a moment or two. "About the day, he died in that explosion."

"It wasn't like we didn't see plenty of that during the war." The captain answered curtly.

Wolverine shook his head in slight irritation. "Don't play dumb… You know that I was talking about that kid who played sidekick." he began bluntly, his expression softening only a little.

His companion nodded slowly as they continued walking, as if he were afraid to speak of it. "Yeah…" he answered quietly, his eyes moving off into space. Swallowing the lump that had begun to form in his throat, he continued.

"It wasn't your fault that he died in that accident." The mutant hero stated.

The patriotic hero hesitated for a moment. "I understand what you're saying, but I've often wondered if we could have saved him."

"I'm not gonna pretend to be the sentimental type and you of all people should know for a fact that I'm not. I dunno… Maybe I could've stayed behind longer, but if I had there's a good chance that we would've perished along with him. I wanted to save him" Logan replied solemnly.

Steve Rogers gave him a small nod. "The fumes from the lab were beginning to warp my perception at the time, but the fact is that I'm not certain if he was dead."

His partner gently scratched the back of his head, a shadow of regret passing over his face for a moment. After mulling it over for several seconds, the mutant shrugged. "Don't think that I ain't sorry about what happened, but after getting crushed by a tone of debris I sincerely doubt he would've survived." The mutant shrugged. "The chances he was even alive were slim, and if we had stayed a second longer, I'm pretty sure we would've joined him."

"I'm not sure if death was what he would've wanted." The captain replied solemnly.

"Of course he didn't want to die, no one does." Wolverine tried to keep his voice calm as he had his own feelings of regret for their fallen comrade, but his own experiences had given him time to see life in a more realistic sense. "You know as well as I do that when a man puts on his uniform, he risks getting buried in it. We all took that burden when we stepped onto the battlefield."

The captain felt a wave of irritation well up inside his chest for a minute, but upon seeing his friend's expression, he felt it slipping away. Thinking about what he had learned about Wolverine minutes before, he now realized that they had very different ways of perceiving this incident. It was clear that his old friend bore similar feelings of regret, but to the captain it felt like months ago, while Logan had been given years to ponder his experiences from the war. In addition to this, the mutant also had his own burdens to bear, some of which were much worse than most people could possibly imagine. Taking a deep breath, the super soldier felt his body's tensions slowly dissipating.

It took a little bit of effort to muster the nerve, but the captain smiled again, a gesture that did not go unnoticed by his companion. "You know what?" he began in a much calmer tone. "Everything you said before was absolutely right."

The former Weapon X raised an eyebrow. "Good to see you cam to your senses, cap."

"When we become soldiers, we take a risk for our country." The captain continued as if he hadn't heard the previous statement. "It was foolish of me to think otherwise just because I lost a friend."

"I only said the same thing you once told me all those years ago." Wolverine answered with an indifferent shrug. "It was pretty surprising to see someone like you dwelling on that, especially since you were always solid like a rock during the war. Looks like a waking up after spending over fifty years in the deep freeze can do that to a guy."

The patriotic hero's eyes seemed to wander off for a second. "That is certainly true." he began with a note of sorrow. "Every loss I have ever suffered seemed to flood my mind when Nick Fury told me how long it hade been. It took some time to accept it, but until now I wasn't sure if I would ever feel at home in this modern world."

Logan clapped a hand on his friend's shoulder. "Take it from me… It's important to have a home, but even more important to know who you are." He paused briefly and nodded with a gruff expression. "I may not be some kinda philosopher, but it looks like you rediscovered yourself."

"Thank you, old friend…" the captain replied with a slightly less grim expression.

Wolverine chose not to answer and continued walking, deciding that there was little more to say on the subject. Not being the most emotionally sound individual, he was beginning to wonder why fate had dealt him this hand so suddenly. In addition to helping X-23 cope with her emotional issues, he now found himself faced with helping a man he had not expected to meet again. It wasn't as if the world expected so much of him right now, although he cared for these two people in his own way, and was doing his best to help them both.

Remembering the conversation he had with X-23 earlier, he hoped that the professor would grant his request for her. After all, being much more skilled than any of the other students, he knew that she was bound to require some special training and other types of work. It would be a challenge, but Logan found himself determined to help those around him right now. He wasn't great at helping people a lot of the time, but right now the former Weapon X mutant was willing to bear with it. He knew from experience that life doesn't always make things easy, but then again neither was this.

The search continued for another hour or so until a loud crack came from the distance, signifying that there was a gun fight going on nearby. He tried to ignore it at first, but as they moved closer, a familiar scent filled his senses, eliciting a growl from his throat. Wolverine sniffed the air again as he waited for the next sound, quickly realizing that their target was probably in the middle of whatever type of mess was going on down the street. Seeing several cars parked outside a building a block away, he guessed that something big was going on and they were soon going to be in the center of the chaos.

"The Chameleon must be in that building!" Logan replied, pointing towards the large storage facility nearby.

Steve Rogers nodded quickly, removing his outer clothing and placing his mask over his eyes. No doubt his appearance would cause a spectacle due to his fame, but he had expected no less upon accepting this field mission for SHIELD. If anyone figured out the truth, the world would know that the legendary Captain America was still alive. Reaching into the briefcase he had been forced to carry, the hero withdrew his trademark weapon and strapped it onto his wrist, adjusting the shield into a more comfortable position before turning to his companion.

Wolverine seemed not to car if anyone saw his face and removed his jacket, revealing his X-Men uniform underneath. "So cap, looks like this'll be your first fight in a while. You ready for this or not?"

"Let's go!" the super soldier stood straight up, his eyes focused and ready, and his face filled with a strong sense of conviction, looking very much like the soldier he had been before the incident left him cryogenically preserved.

Meanwhile

Inside the building, the battle was beginning to reach it boiling point as the Chameleon barked commands to his subordinates, looking rather nervous as the underground warehouse was raided by the Maggia enforcers. The blue-clad villain snuck between boxes of weapons, changing into a multitude of different people with his hologram belt as he attempted to remain hidden from the enemy enforcers. Several men wearing dark uniforms shuffled alongside him as they attempted to escape, ducking down to avoid the laser blasts raining overhead. The minions were garbed in dark red uniforms with bullet proof padding and helmets with dark visors to hide their identities. Each of them armed to the teeth as they fought against the enemy gangsters who were dressed in more traditional mob attire, wearing long brown coats and matching hats.

"Sir, several of our subordinates saw Tombstone leading this attack." One of the henchmen replied quickly. "We believe Silvermane may be behind this attack!"

What ever color was left in his face paled as the Chameleon heard this. "You can't be serious... How on Earth did that old fossil get his hands on such advanced weaponry?"

The second man shrugged. "Not a clue, but when the boss finds out about this he's not gonna be very happy." He explained hurriedly, looking quite anxious.

Diving behind another row of crates, the Chameleon punched a hole in the side of the box and armed himself with a pistol from inside, pressing the button on his belt in order to make himself look like one of the enemy mobsters. His own subordinates gave him a confused expression, but the shape-shifter shot him in sight of the enemy to remove any suspicion that he was one of them. Having copied the face of one of the opposing gangsters he had personally killed, the crafty mercenary had planned to infiltrate their group before reporting back to his employer about what was really going on.

As the last of his own subordinates fell, the remaining gangsters parted ways, allowing their own commander to survey the destroyed warehouse. The man was over six feet tall with a white complexion rivaling even the Chameleon in his normal form, although this Tombstone's sharpened teeth and light hair made him seem almost inhuman. Straightening his tie in a mocking gesture, the cold-blooded hit-man looked around, silently observing the remains of the weapons warehouse they had raided.

The pale enforcer snapped his fingers, pointing towards the door with his opposite thumb. "All right boys, we're taking all these resources back to Silvermane's joint." he ordered the others. "Load 'em up!"

The thugs began to pick up the crates and head for the exit the back door of the warehouse, but as they neared the exit, the door was smashed down, accidentally landing on two of nearest men. Tombstone looked up with an irritated expression to see two figures standing in the doorway, one garbed in a blue costume and the slightly shorter man standing beside him wearing a form-fitting black uniform. They stepped forward over the lifeless forms of those who had been killed in the previous struggle, looking rather indifferent as they sized up the dozen or so thugs and their leader.

"So, which one of your punks is the Chameleon?" Wolverine stated, looking indifferent to their murderous gazes as he took a deep whiff of the surrounding air.

A few of the thugs raised their weapons in the direction of their unwanted guests, and Tombstone cracked his knuckles menacingly. "I don't know who you're talking about, but you've both made a big mistake butting your noses into our business."

Captain America shifted uneasily and readied his shield. "Looks like we might have to do this the hard way?" he replied with a small shrug.

"Don't get me wrong, but I was kinda hoping they would say that." Wolverine replied with a disgruntled expression.

Note to Readers: Well this one took a while to write, but the big lack of support gets me down sometimes, and sometimes I'm just not sure what exactly to write next despite having a general idea of where I want the story to go. This one seemed a bit long, but I was trying to cram story and character development and action into this chapter to get to the Gang War in New York. Once that is over, I hope to get back to X-23 again. Oh, and as usual I apologize for any spelling errors or grammatical errors, but I write late at night most of the time.

I think comic fans will like this chapter due to the Captain America references. Also for those who might not be such big comic fans, I would like to note that the Baron Strucker from the captain's flashback is the same man who ended up becoming leader of HYDRA. Also, Baron Zemo who was briefly referenced is another Captain America villain, along with the Red Skull who got a major appearance in the flashback too.

Please REVIEW, because at this point I would really appreciate the support. I write chapters much monger than most authors on this site and yet the support I get is pretty limited. It's still fun to write, but it does me good to know what parts people liked or disliked, or even to know that there are people reading and enjoying the story.


	19. Chapter 19

**Chapter 19: Master of the Streets **

Disclaimer: I do not own any Marvel characters or logos.

"Looks like you guys would rather do this the hard way." Wolverine sneered in response to his enemy's answer, an impatient expression appeared on his face. "You know what? That's fine by me!"

The two heroes tensed up slightly as the thugs raised their firearms in his direction, each waiting for the order to fire as their apparent leader stepped forward to join them. Rather than give them the cue to commence their attack, the pale giant waved down their assault with a small gesture of his hand and addressed himself to their unwanted visitors. Tombstone smirked in response to their hostile gestures, finding a sense of amusement in the clawed mutant's death threats, but after a moment or two of waiting, the mob enforcer's indifferent expression changing into a cruel sense of humor as he noted the patriotic hero's costume.

"Well what do we have here?" the pale mobster replied with a smirk, his expression revealing a row of sharp, jagged teeth. "Now we gotta deal with a brooding vigilante and some idiot sidekick dressed in blue spandex. Here I thought that this city had enough costumed freaks patrolling the streets."

"Yeah, this crap coming from some pale dude who looks like the walking dead. That a costume you're wearing, or are you just really ugly?" Logan added nastily, his claws silently sliding into position.

Don't be so hasty to start a fight!" the super-soldier standing behind him hissed quietly.

Logan grit his teeth as he heard these words, but otherwise seemed to understand what his teammate was thinking, and quickly retracted his weapons. "So, I take it you don't know who this Chameleon guy is?" he attempted to buy them some time.

"I just told you punks to get lost! You deaf or just stupid?" Tombstone rasped irritably, the vein in his head pulsing slightly as he crunched his knuckles together again.

Captain America glanced around cautiously, silently observing their surroundings while he formulated a battle plan. The room was a large enough to take advantage of in a large scale battle, but the large numbers of wooden crates and weapons strewn about the area were bound to complicate things. Since they were clearly outnumbered, the best way to approach the battle would be to take advantage of their surroundings, which if done properly could easily tilt the fight in their favor. The enemy appeared to be nothing more than common thugs, a far cry from the days they fought the Red Skull during World War II, but being a soldier had taught the hero that one should never underestimate their enemy.

One of the thugs standing behind the pale mercenary looked apprehensive as he remembered where he had seen the super soldier's getup before. "Hey boss!" the man called out hurriedly. "The blue guy's costume kinda looks like that Captain America guy!"

"You mean that joke from World War II… The freakshow you're talking about died back in the 1940s." Tombstone cocked an eyebrow in confusion as he sized up the enemy, but after a moment the mobster let out a dry chortle.

"Looks like we he's just some diluted fool who thinks he's Captain America." A second underling jeered as several of the others broke out into a chorus of mirthless laughter.

The captain displayed signs of annoyance at their behavior, but unlike his partner he had a reputation for being the rational soldier. Logan glanced over at him as if expecting his old friend to lash out at the thugs for their behavior, but nonetheless he was unsurprised when the super soldier made no move to attack. Both sides having grown bored with this brief conversation, Tombstone raised a hand to silence his minions, stepping back wards with a menacing expression as he slide behind the line of hire. Although he seemed calm at first, this sense of tranquility melted away to reveal a sense of cold fury.

"Kill them!" he roared in his hoarse tones, causing the scene to spring to life on his command.

In a matter of seconds, blasts of energy filled the surrounding air in a flurry of light and noise, the stray blasts peppering walls like Swiss cheese as the laser technology of their blasters pierced the surrounding plaster walls. A storm of blasts came close to doing the same to Wolverine, but his partner jumped forward and raised his shield, blocking the oncoming shower of death as they were forced backwards. The Maggia enforcers continued pouring on the assault, but once their victims were a safe distance, Captain America finally brought his plan into action. Having dragged on the conversation for a few more seconds, Wolverine had given him just enough time to plan a counter.

"Scatter!" the super soldier ordered, causing his partner to dive out from behind the protection of the shield.

"Don't let the other guys escape!" Tombstone roared, signaling them to divide into groups.

The enemy thugs took were forced to change their strategy as their two targets separated, those closest to Wolverine turning the ends of their weapons towards him instead as the others continued to go after the captain. Dodging a weaving with the skill of an expert, the mutant hero danced around their laser blasts with surprising agility, barely escaping death as he took to the defensive. A few of the stray beams had fried small patches of his body, but he responded by diving behind a pile of crates nearest to the door. He hissed as the pain dissipated, his wounds closing up almost instantly, but he couldn't rest much longer as the row of boxes he was hiding behind were reduced to splinters.

Captain America took advantage of the enemy's divided attention as he ran in the opposite direction, using his shield to block as he closed the distance between himself and the enemy enforcers. Several of the black suited men standing closest were caught off guard, never having expected an opponent to charge in so close in the fact of such powerful weapons. Their attacker shoulder rammed one of the men, sending his attacker flying into another of the gunmen, while disabling a third with his shield. Several of the thugs tried to flank him, but were knocked out as a row of crates nearest collapsed and crushed them. Steve Rogers saluted his partner quickly as the latter retreated again, having used his claws to cut down the tower of boxes seconds earlier.

Tombstone sidestepped another falling tower or boxes as the clawed mutant tried to crush him, instead directing his attention towards the mutant. "The rest of you take out the blue guy, the mutant is mine!" he barked angrily, turning to face his opponent. "Nice one… Now it's my turn!"

"Bring it on, you oversized zombie!" Wolverine scowled as the two combatants began to charge each other.

The pale hit man moved beneath his opponent's guard with surprising agility for a man his size, his enhanced strength sending Logan flying into a concrete wall several meters away. The force of the impact has created a series of cracks behind Wolverine's body, but the former Weapon X mutant was hardly fazed at all due to the advantages of his own superhuman powers. Tombstone broke into a sprint, easily caught up with his enemy, before bringing his fist down and smashing a large indent into the cheap substance. While surprised by this sudden display of power, the mutant reacted by kicking the suited killer in the face and sliding between his legs, jumping to his feet and slashing the enemy in the back with his claws.

Tombstone responded by spinning around and seizing his opponent by the throat, smashing the mutant's head against the wall and kneeing him in the stomach, but was forced to recoil as his seemingly unharmed opponent broke free and aimed another series of slashes at his body. Dodging each consecutive attack, the mobster scowled in annoyance as another stab hit the mark, leaving a red line on his chest and cutting up one of his nicest suits. He stumbled backwards as his opponent forced him on the defensive, but the gang leader allowing himself to be cut in exchange for punching his enemy in the face.

A large cracking noise reverberated off the walls as the bone-shattered blow sent his opponent flying again, but this time he fell into a series of crates, which proceeded to collapse on top of the mutant's body. A small series of grunts came from the stack as the weapons and technology contained within spilled out onto the floor of the warehouse, but the pale villain seemed to find amusement in the whole situation. Waiting a moment or two for any signs of struggling, and turned his attention towards the other battles going on. After a moment of waiting he began to walk in the opposite direction, but received a small surprise as a familiar shape burst out from beneath the rubble.

Pushing the remains of the crates aside with surprising strength for a man his size, Logan released his claws and ripped through the remainder of the mess that was still around him, instantly clearing a pathway through the mess with a few swings of his arms. His enemy's eyes widened slightly in surprise at seeing him alive as he stared at the mutant, but at the same time it seemed that the feral hero was also eying him in suspicion. A small trickle of blood ran from the three claw marks left by his adamantium weapons, but rather than fall to the ground, the villain spun around and faced him with a hoarse laugh.

"Is that it, mutant? You can't kill me just by taking cheap shots like that." The enforcer replied with a nasty glare.

Wolverine growled in response to his statement, concluding without a doubt that his enemy wasn't an ordinary human. He had suspected as much upon first seeing the pale-faced murderer's distorted physical appearance and animal-like teeth, but seeing him shrug off a slash to the back without even flinching was something he hadn't expected. The atmosphere grew tense for a moment or two as they began moving around in a circular pattern like two predators preparing to rip each other apart, both men preparing to resume the previous fight. The ill-tempered hero was pretty certain that his opponent wasn't a mutant, but at the same time he was also sure that going easy on such a man wouldn't be a smart idea.

Raising his hands in an offensive stance, the former Weapon X allowed a small bit of his animalistic tendencies to show. "Well seeing how you're not hurt, it looks like I don't have to go easy on you anymore. It's time I started taking this fight seriously."

"Good idea… I was starting to get bored." The pale-faced enforcer replied with an arrogant smirk.

Flailing his arms wildly, the villain began shattering anything within reach with his punches, easily destroying a large piece of the wall that Wolverine was standing near moments before. The hero dodged with a series of small growls as he hated being on the defensive during a fight, but with a swing of his claws he quickly turned the tide of the struggle. Seeing holes in his enemy's defensive stance was rather easy for someone as skilled a fighter as the former Weapon X. Of course this was to be expected due to his vast experience and training over the course of his unnaturally long life.

The battle soon encompassed the entire area as they ran through different rooms, taking stabs and jabs at each other in an attempt to end the enemy's life. While the two combatants continued their fight, Captain America held off the guards in the main room of the warehouse. Keeping on his toes, the legendary hero alternated between attacking and defending, using his trademark weapon as both a projectile and barricade as he ran through the flying energy blasts and took out his enemies, one at a time. Moving behind the large mountain of storage crates near the opposite wall of the room, he maneuvered around the pyramidal structure to avoid death.

"Where is he? Where did he go?" one of the enforcers screamed to the others.

"Fan out… He must've hidden over there." a second, much deeper voice called back, pointing towards the giant stack of boxes.

"If we split into two groups and surround him from both sides, there's no way he can escape." The other man answered. "Get to it, you morons! This freak ruined the shipment, and the boss'll have our heads if we don't eliminate them for messing with the Maggia."

The first man who spoke raised a hand and singled the other thugs to go along with the aforementioned plan. Raising their weapons, the assortment of thugs split up and began moving around the pile, preparing to fire as soon as they had the target in their sights. Meanwhile, the captain sat perfectly still, silently glancing around for a solution to this problem. It was fortunate for him that the enemy was foolish enough to discuss their strategy so loudly, and catching sight of a metal railing above his head gave the patriotic hero a way out. Reaching for a discarded piece of rope on the floor of the old warehouse, the captain managed to catch hold of the bar and vaulted over the surrounding boxes by kicking off against the back wall just as the enemy drew in for the kill.

Among the group a handful of the dozen men noticed their victim escaping "There he goes!" he shouted, causing the others to fire their weapons in that general direction.

Barely escaping the flurry of laser fire, Steve Rogers touched down on the opposite side of the room and tossed his shield at the base of the crates, causing the entire stack to tumble. The men attempted to flee, but the captain kicked the side of the stack with incredible force, causing the entire wall of boxes to collapse on the thuggish enforcers. A series of curse words and bickering could be heard as they tried to escape, but the few that managed to emerge from the chaos were instantly knocked out by the captain. As the blue-clad hero finished up his battle, the strongest of the mob enforcers continued his battle with Wolverine.

In a single fluid motion, the feral mutant stabbed his claws forward and into his opponent's gut, purposely avoiding an instant kill but otherwise hoping to inflict a serious wound. Tombstone scowled as he seized the hero's arm and pried the dagger-like protrusions out of his stomach, tossing Logan across the room with his amazing strength. Wolverine righted his body in the middle of the fall and faced his enemy, immediately noting the villain's change in demeanor. Choking back his pain, Tombstone's mannerisms were much less humorous and much more serious than before, his face contorted with rage as he wobbled slightly with his left hand clutching his mid-section.

"Why you, son of a bitch!" he seethed dangerously, his eyes widening in anger.

Picking up a giant metal rob from the floor, the pale villain swung down at his opponent, but found himself holding a stub as the mutant adamantium claws diced the end of the weapon. The enforcer tossed the remains of his weapon at the hero, but Logan responded by smacking them out of the air with his claws. Tombstone took this moment to tear off the prongs of an abandoned forklift that the warehouse workers had left behind upon fleeing the raid, but Wolverine climbed on a crate to give himself a boost and used his claws to dig into the plaster as the flying parts left a crater where he had been standing.

Logan retracted his claws and returned to his feet, releasing them again to slice through a crate that the enemy had heaved at his head. Bolting forward, he aimed a series of slashes at his enemy's face, getting his opponent to raise his guard in that area while also exposing his torso. Nailing the man in the heart area with a kick, the mutant tripped his opponent with a swift kick to the kneecap. Thrown off balance, the albino man fell backwards but was pushed onto his stomach as the feral mutant rugby tackled him, pushing the villain onto his stomach and placing an adamantium claw to his throat.

"All right, you've got about three seconds to surrender. Move so much as an inch and I promise you'll be missing your head." Wolverine snarled, his metallic weapons pressing against the pale enforcer's skin.

Before either of them could continue speaking, Captain America entered the room with a glum expression. "Looks like you caught the boss, although from your expression something tells me that he wasn't the man we were after."

Wolverine glanced down at the mob enforcer and shook his head ruefully. "Nope, and I can't small the Chameleon's scent anywhere nearby. It looks like if he was here, he ran off during the battle with these street thugs."

At this, the man underneath Logan's claw let out a low hiss-like laugh, prompting an angry glare from his captor, and a look of concern from the blue-clad patriot. "What's so funny?" Steve Rogers questioned with a look of interest.

"You callin me a small-time thug is what." The pale villain replied arrogantly. "All you did was interfere with the Maggia's operations, and once the higher ups find out about this mess, it'll be all over for both you guys."

"Your mobster buddies don't scare us…" Wolverine snarled with a threatening growl.

Captain America knelt down to get a better look at the defeated villain. "We'll ask you one more time…" He paused for a moment. "Where did the Chameleon go? We know he was here."

"So it's like that, eh? Truth is that I wasn't lying earlier." Tombstone answered, silently laughing on the inside. "Don't know this Chameleon guy you keep talking about, but if you're sure he was here, I'll bet he wasn't one of my men. He probably works for one of the other gangs in the city, seeing how he's not on my payroll."

"You sure that's all he knows?" the super soldier turned to his partner with a concerned look.

Wolverine shook his head, but seemed rather calm for the moment. "Maybe not, but I doubt he knows anything that could help us find our target. The only thing we can do is go after the Chameleon before his trail gets too cold. Might be hard now, but if we hurry I might still be able to pick up his trail."

"What are you, a dog?" the albino criminal commented.

Logan looked as though he would have liked nothing more than to kill him on the spot, although he resisted the urge for a moment. "Considering your position, I would shut my mouth if I were you. Either that or I can make you as dead as you already look."

He raised his second claw to strike, but was stopped by his partner. "Just leave this man for the police. We'll figure out a way to keep him here and then contact the local authorities to take care of the rest." The captain spared a glance at the suited man. "If he really as is big a criminal as he says, something tells me the police will be happy to have him in custody."

"All right, but this guy ain't normal. We'd have to find a place to put him till the cops show up, but by then it'll be too late to catch the Chameleon." The mutant answered with a slightly conflicted expression. "Knowing Fury, I doubt he'll be thrilled if the two of us show up without the target we were supposed to capture."

Captain America stroked his chin. "Hmmm... Then perhaps we can..."

"Heh, you two really are stupid." Tombstone replied, the meaning of his words becoming abundantly clear as a loud rumbling filled the room.

Wolverine glanced around, his animalistic sense coming back to life. "You set us up!" he screamed, his eyes darting around as he searched for the source of the noise.

Noticing that his captors were distracted, the villain rolled sideways and kicked Wolverine in the face, leaping to his feet in a single movement. Captain America brought down his shield in an attempt to knock out the pale-faced enforcer, but their enemy broke into a run and dashed for the exit, his cruel jeering echoing in their ears as they attempted to follow. The two heroes ran after him as their former hostage exited the building, but found themselves face-to-face with their previous opponent and six very large robots. The automatons were humanoid in shape and approximately eight feet tall with a bulky stature and glowed vision screens. Behind them all was a large, armored van parked in the street.

"What the hell is going on?" Logan snarled, his eyes widening slightly as their attackers flanked the black-suited mobster protectively.

"Didn't see too many of these during the war…" the captain commented warily.

"Unlike you people, I was smart enough to think ahead and prepare in case any of your costumed freaks decided to ruin my operation. Looks like I was right." Tombstone appeared even cockier than before, especially now that he had the upper hand again. "You guys may have beaten my second-rate enforcers, but let's see how you deal with the big guns."

The two war heroes stepped back as the robotic giants closed in, both wondering if they had been better off staying inside the warehouse and going out through the back. They had a mission, which due to irrational planning and caution had now been compromised. Not only did their enemy probably know they were hunting for him, but he had probably been present to see their fighting techniques while masquerading as a common thug during the previous battle. As these thoughts floated through their minds, the pale monster had already boarded the armored vehicle several meters away. He was holding a small video phone in his hand, talking to someone on the screen, which was too far away for them to see clearly.

Alistair Smythe's face flickered a few times as the phone signal fluctuated. "Looks like you ran into some trouble… I doubt Silvermane will be happy when he hears about this blatant misuse of our precious resources. All of this backup seems like such a waste to secure such a small area in the lowest reaches of New York." He explained cautiously.

"I don't give a crap what you think." The enforcer barked with an annoyed expression. "My strike team ran into a pair of unfamiliar freaks in costumes. I want these self-proclaimed heroes buried and the remaining weapons brought back to headquarters."

The cyborg scientist cocked an eyebrow carefully. "If you insist, then I shall proceed, but what about the men you left behind?"

Tombstone shrugged with indifference. "Don't care much either way. Some of the boys that came with me are probably dead anyway, but if any of the live ones stand in your way during the fight, then go ahead and bury them too."

"Understood…" Smythe replied with a small nod as he pressed the button below the camera's reach, cutting off the conversation immediately.

The mob enforcer gestured for the driver of the armored vehicle to take off as the screen on his picture phone went black, although he looked rather disappointed that he would not get to see his enemies die. Clipping shut his communicator, he pocketed the device and relaxed as the van headed back to their hideout, although considering the destruction that Smythe's Mega Slayer Robots were capable of, he was glad to have escaped the scene unharmed. As the bullet-proof transport disappeared into the sea of cars lining the streets of New York, the two heroes left behind were faced with much more pressing issues.

The mechanical giants advanced towards them, attempting to smash their prey with a series of punches and stomps. Logan lost his footing as one of the robots created a hole near his feet, but rolled sideways along the ground to avoid getting crushed by the others. Before returning to his feet, the feral mutant slashed through one of the metal legs surrounding him, but was forced to dodge as the metal menace tripped and fell in the place where he had just been. A loud thud reverberated through the concrete, but in a matter of seconds the automaton was crawling towards him on its hands in an attempt to finish the kill.

"It looks like we won't be getting out of here without another fight." Wolverine stated begrudgingly, his demeanor much different as the two heroes backed away from the advancing giants. "I was in the mood for a scrap before, but this mess isn't so much fun anymore."

"Are all modern cities this dangerous?" the blue-clad soldier questioned with a half serious expression.

His partner sighed. "Nope… From what I hear, this crazy city is just a really bad place to be if you don't mind your own business. It's safer in other areas of New York, but we just happened to pick the wrong neighborhood to start a scene in."

"Indeed you did, gentlemen." A third voice answered, eliciting a rather confused reaction from the heroes.

They looked up at the robot standing in front to see the pale face of glowing robotic eyes of Alistair Smythe staring back at them from television screen on the android's head. Captain America looked on with fascination as he wondered what the man on the monitor really was, having seen his share of robots but never something that appeared to be both machine and human at the same time. The yellow glow from the scientist's eyes was odd enough coming from a giant robot, but the man's face appeared someone human, although rather cold and angry in contrast to the average human.

"What are you supposed to be?" Steve Rogers questioned the newcomer.

"You have bigger problems right now." The enemy replied, his hands typing in a series of codes into the keyboard of his computer. After a moment, he seemed significantly more cheerful than before. "If you had just decided to die like good heroes, we wouldn't have had to go through so much trouble."

Setting the mechanical monstrosity to manual control, Smythe typed in another command sequence, causing the hands of his personal robot to transform into a pair of rocket launchers, the ends of the missiles moving into firing position. He fired the ammo at his targets, both of whom fled in opposite directions as the heat-seeking projectiles followed them around. Seeing this mutual strength and weakness of his enemy's weapons, Captain American blocked the rocket, creating a gigantic explosion. Although his defensive tool was unscathed, the impact still pushed him back several meters.

"Come get me…" Logan hissed as he stood against the wall of the warehouse.

Planting his claws into the wall, he propelled himself upwards and jabbed them into the wall of another building, catching himself and establishing a safe place to watch as the missile destroyed a large section of the wall he had been standing near. Several of the automatons took this opportunity to enter through the new opening, emerging moments later with armfuls of crates that had been left intact after the recent fiasco. Wolverine moved to attack but was immediately stopped as the puppet master's main robot fired a series of laser blasts via the small gun-like attachments on its wrists.

Captain America blocked the attacks and attempted to take down the monster, but was forced to shield himself as the mechanical fist came inches from crushing him. "You sure talk big, considering these rusty junk piles are about as affective as1940 Panzers."

"The insolence…" the robotics scientist replied with a nasty grimace. "You'll see soon enough the true power of my beautiful creations!"

The supplementary robots dropped their crates and joined with Smythe's main creation, their body parts joining together like some type of mega robot as the mechanical beings fused. After a moment, the components had come together, creating one gigantic mecha with the main robot serving as the torso, the others having converted into the necessary parts for a head, arms, and legs. Although the newly formed monster looked like a larger version of its smaller counterparts, it was overt twice the height and four times as wide as the original series of robots. Several new weapons formed as the transformation continued, the spikes forming on its fists and large numbers of missile launchers protruding from the several segments where the joints came together.

The mad scientist let out a nasty laugh as his gigantic creation bore down on them. "When six ordinary Mega Slayers come together, they form my ultimate creation… The Guardian Slayer!"

"You just made this fight a whole lot easier." Wolverine commented, his claws extending as he

"The bigger they are, the harder they fall." The captain replied without so much as a single twinge of fear.

"Die!" Smythe shouted, prompting the machine monster to flail its arms wildly.

Surprisingly enough, the series of blows never connected as a rope-like substance shot out of the darkness and ensnared the robot's legs. The monstrosity creaked a few times before landing with crash on the pavement. Wolverine sniffed the air as an unfamiliar scent filled his nostrils, but he ignored this for now and took advantage of the moment by ripping into the metal giant's body with his claws, savagely striking it anywhere he could reach as the beast attempted to rise. With his talon preoccupied, Logan was sucker punched by the mecha, causing him to lose his grip on the struggling monster just long enough for it to retaliate again.

"Get down!" the blue-clad patriot shouted as he rejoined the fight.

Captain America nailed the monster in the head with his shield, causing it to tumble backwards, but now that there was only one automaton, Smythe was able to place it under complete manual control. Using the remote control by his terminal, the scientist fired up the monster's rear booster jets to prevent it from tumbling backwards, thereby forcing the robot into a standing position once more. Unable to see the entire situation from before, he was unaware what caused the robot to lose its footing in the first place and determined that the best course of action was to eliminate all of the opposition simultaneously.

"It's over!" Smythe announced as he slammed his fist into his control panel, causing his creation to fire off all of its missiles at once.

The super soldier gasped slightly as the two heroes froze in their tracks, apparently surprised that their enemy was willing to set off about a dozen rockets at the same time. Wolverine's eyes widened in panic as the homing weapons burst from the robot's interior and begun their pursuit, all the while growling in annoyance as they took off in the opposite direction. Running down the abandoned streets, they split up to increase maneuverability, darting around power lines and moving in erratic patterns to keep the explosives contained.

Several of the projectiles detonated prematurely, doing very little damage as they showered the area below with shards of metal, while the captain took a few out using his own weapon to intercept them. Logan lifted a trashcan and tossed it as the oncoming threat producing a similar affect by blocking them with other objects. Two more came dangerously close to his body, but before they could explode, a pair of stick threads shot out and wrapped themselves around the missiles. The man on the other end of these ropes swung the pair of missile around, reversing their path and causing them to collide with the Guardian Slayer.

The explosion stunned the robot for a moment, giving the two heroes a chance to see who had come to their aid. Looking towards the nearest source of light, both war veterans were incredibly surprised to find a slightly muscular man wearing a red and blue costume and mask, perched on the street light. The newcomer cleared his throat, discarding the remains of his synthetic spider web with a swift flick of his wrist.

Wolverine sneered at the sudden interruption, and while he would never say it, he was not entirely ungrateful for the help just now. "Who the hell are you supposed to be?" he interrogated the web-slinger.

"Talk later!" Unable to answer right away, the masked vigilante jumped to another streetlight as the one he was standing on was blown up by another rocket. All three heroes found themselves facing the enemy robot again.

Alistair Smythe's expression on the robot's visions screen changed drastically. "To think that after all of this, my persistence paid off, and now I get to crush my old nemesis like a bug!"

"You've got a better chance of these killer robots developing emotions." The vigilante retorted mockingly as he swung to safety on his webbing.

Spider-Man shot a large steamer of his webbing at the metal giant, ensnaring it like a lasso around cattle, but the robot responded by snapping the bindings like thread. Seizing hold of the line, it yanked the web-slinger forward and kicked him in the stomach when he was within range, causing the masked hero to crumple underneath the robot's power. It raised a hand to crush him, but Captain America dove beneath the monster's reach and shoved the would-be victim out of the way. Their opponent attempted to bomb them with another series of missiles, but the arachnid-themed sprang back up and wrapped a series of webs around the joint missile launchers.

The feral mutant bolted away as he realized what was going on, signaling his partner to do the same. New York's iconic superhero also distanced himself from the automaton by seizing hold of a lamppost and swinging behind a nearby dumpster, crouching down with his back facing the trash bin and crawling further away. None of them bothered to look back as the robot's jammed weapon's systems backfired, causing the chrome behemoth to explode in a cloud of fiery smoke, leaving behind several chunks of hot metal which scattered across the empty streets. Wolverine sliced through a particularly large sheet of falling metal, while the captain blocked any debris with his shield.

After a moment of recovering from the robot attack, the scene grew quiet. Having temporarily forgotten that they had company, Steve Rogers began looking through the pile of rubble in case the enemy had another scheme, but found nothing suspicious due to the fact that most of the killing machine was now in pieces. Spider-Man glanced around quickly and took the moment to leave, but Wolverine sensed the arachnid's movement and intercepted him. Seconds before his webbing could latch onto a nearby rooftop, the clawed mutant sliced through the thread and leapt in the man's path, his feral expression instantly halting the young hero's escape.

Peter Parker glared daggers at the other man from, although the covering of his mask diminished what little affect it had. "After seeing you fighting that robot I figured you weren't such bad folks, but I really don't appreciate it when other people ruin my dramatic exit." He replied defiantly.

"If you know anything about what just went on here, I suggest you start talking. Refuse and I might have to force it out of you!" Logan released his claws, looking rather annoyed by the young man's attitude. "And don't get all cocky just because you helped us out back there."

"First of all, I don't owe you people anything." Spider-Man waved his hands in front of himself defensively. "Secondly, the police would have been scraping whatever was left of you off the wall if I hadn't showed up when I had."

The arachnid-themed superhero backed away and prepared to make his escape, but the feral mutant's teammate blocked him from the other side. Although his spider sense was acting up around the first man, he didn't feel any hostility coming from the second costumed hero. Steve Rogers shook his head slowly, gently placing his hand on the younger man's shoulder in an attempt to make him more comfortable. The arachnid took a defensive stance and seized the blue-clad man by the arm, flipping him onto the streets.

"You're beginning to push it, bub!" Wolverine screamed, his temper rising.

"Well bring it on, wolfie!" Spider-Man retorted aggressively.

"Logan, stop!" Captain America stood back up completely unharmed, holding his arm out to prevent his friend from ruining a possible lead. Once the animalistic mutant had calmed down a bit, the patriotic hero stepped forward with a small nod and addressed himself to the masked man. "I don't know who you are, but you seem to be on the side of justice, and neither I nor my friend came here to harm the innocent."

The shorter man scowled, but Peter Parker ignored his hostile gestures and exhaled a small breath. Leaping into the air, he clung to the wall of the alley with his powers, feeling slightly more comfortable with some higher ground. "They call me Spider-Man… Not sure if I trust you guys, but maybe we can start by you telling me what you want here in New York."

The two war buddies exchanged pensive expressions as they wondered whether or not it was a good idea to blurt out their objective, although after a moment a grim understanding passed between them. It was pretty obvious that the masked hero they had found didn't completely trust them and probably wouldn't say anything if they beat around the bush too much. Even more noticeable was the fact that the enemy probably heard them back in the warehouse and already knew. At the moment they both had some questions pertaining to the subject of their target.

Captain America glanced around and listened in case anyone else was around, but his friend guessed what he was doing and shook his head, putting the soldier's nerves at ease. "Considering the circumstance of our… employment… I don't think it would particularly wise to tell you our names. However if you must know, we came here looking for a shape-shifting villain named the Chameleon."

Spider-Man's eyes bulged a little behind his mask. "I see…" he replied blandly in an attempt to sound less surprised.

"I take it you know this freak?" Logan raised an eyebrow.

"Unfortunately I've had the pleasure of fighting him before." The arachnid hero replied tactfully. "Even so, I wasn't aware he was back here in New York City."

Wolverine folded his arms and leaned against the wall where the web-slinger was sitting. "We received a tip from… … someone… saying that he was here." he began anticlimactically. "Anyway, me and my buddy tracked him here and ended up in this place."

"We ended up fighting with some large man and his army of enforcers, but I believe that this Chameleon guy must have escaped us during the ensuing battle." Steve Rogers added with a small nod. He shrugged with a puzzled expression. "Either way we were delayed on the way out and the man we were searching of is probably long gone."

The night grew silent again as the masked vigilante considered the two heroes. Although he had a shrewd suspicion that explaining might take time, something in his gut urged him to try. "You said you wanted to know what happened here tonight?" he began maddeningly.

"I did say that earlier, so yeah!" Wolverine seemed greatly annoyed by the repetition. "I suggest that you go ahead and spill before I force it out of you."

"What he means is, that we might benefit from this experience, so we do not make the same mistakes a second time." His blue-clad partner interjected in an attempt to garner the masked man's cooperation.

Spider-Man eyed them carefully, but could detect no threatening gestures, but when his spider sense did not react. "It's not like I think you're lying, but you have to admit that anyone would be cautious if they were in this part of town and just ran into a mutant and a guy dressed like Captain America."

A small silence fell over the trio as Steve Rogers tensed up, realizing for the second time that night that he probably shouldn't have brought his old uniform along this time. Of course, the fact that he was supposed to be dead made it easy to ignore accusations of being the legendary World War II hero. Rather than provide an answer to the arachnid's statement, he moved his eyes towards Logan and shook his head ever so slightly in the case the other hero was watching them. His teammate took the captain's series of nonverbal cues and snorted in response to what the masked man had said. Unsure of what to think about this reaction, Peter Parker chose to ignore it and instead focused on the previous subject.

"All right then… The truth is that I was also searching for the Chameleon when we ran into this mess." The web slinger gestured towards the pieces of the robots lying across the street.

The shorter of the two men sheathed his claws and stepped up, although his air of hostility did not vanish. "Wait, the way you started talking to us earlier, it sounded like there was something bigger going on. Why don't you cut the crap and tell us what's really going on."

"We would also like to know how the man we've been chasing is involved?" Captain America added carefully.

Spider-Man jumped from his perch and landed them, looking a little more relaxed. "To start with, the Chameleon is pretty well-known for working with the world's worst criminals, especially when he's not concocting his own schemes. From what I managed to find discover so far, he was tasked with the operation of this warehouse."

Logan folded his arms grumpily. "You're being pretty vague here... Why don't you try telling us something a little less obvious for a change?"

"Next time, wait for me to finish my story before complaining." the wall crawler sighed, earning him a dirty look from the feral mutant. "The problem is that by running headfirst into this place without considering the consequences. Not only did you allow the Chameleon to escape, the two of you also made yourselves enemies of the Manhattan's crime cartel."

Wolverine snorted again. "You expect me to be afraid of a bunch of small-time mobsters. It takes a lot more than some clowns in cheap suits to threaten me."

"You might want to take this more seriously. After that robot attack, you might have realized that this so called mobsters rule this entire city from behind the scenes." Spider-Man added bluntly. "Those Mega Slayers were the work of another villain named Alistair Smythe, and he's currently been employed by the Maggia to design and build super weapons for Silvermane. These people are currently in the middle of a…"

"Hold on just a second, bub! Who is this Silvermane guy?" Logan interrupted.

The younger hero groaned slightly before resuming his explanation. "If you live on the East Coast, I'd be surprised if you haven't heard about him. His real name is Silvio Manfretti, by far the oldest living relic of the Sicilian Criminals from the early 1900s."

The animalistic mutant paused to think for a moment before a sense of dawning realization came to him. "Yeah… I think I heard of him on the news. They say that the old fossil's been at the center of these Gang Wars in New York for decades now."

"To think that a simple war for gang territory could escalate into something like this." Captain America glanced around at the destroyed buildings, realizing for the first time why there was no one else living on the street block. "So many wars are fought oversees, yet the problem also lies here in our own country."

Spider-Man paused briefly to ponder what was going through the blue-clad hero's mind, but an impatient grunt from the shorter man prompted him to resume his explanation. "What you said about Manfretti being the man behind this mess is partially true, but if his men were attacking this facility, I would personally guess that there's someone else involved in this mess. Believe it or not, the true mastermind behind most of the organized crime in this country lives here in New York City."

"And who would this man be?" the super soldier urged him on expectantly.

"Local philanthropist Wilson Fisk, better known to the criminal underworld as the Kingpin of Crime." Spider-Man replied, his voice wavering with a note of disgust.

Wolverine froze as his thoughts returned to the day they had rescued X-23. The man who had made a deal with HYDRA had referred to himself by that name, while reports from Scott and Jean's recent endeavors in the city had certainly helped to conclude that this was indeed the enemy they had fought. The criminal mastermind had recently fought them in that underground laboratory, but left the scene shortly before they discovered Madame Hydra falling to her death minutes later.

Peter Parker watched the mutant's mannerisms with interest. "Looks like I may have struck a chord back there, am I right?"

"So you mean to say that you know this Wilson Fisk?" Captain America added quickly.

Logan let out a small sigh that sounded more like a growl, but otherwise seemed unfazed by this new development. For the moment he decided not to delve too far into the details of his recent rescue mission. "It's a long story, but to put it lightly my team ran into some trouble with the fat man in the surrounding woods."

The arachnid-themed hero nodded. "Well then you probably know how dangerous his criminal empire really is. Kingpin also has a lot of connections, and regularly deals with some of the nastiest villains you could possibly imagine."

"We came here to apprehend the Chameleon. Although these matters complicate things, I fail to see how they have anything to do with our mission." The captain replied.

Spider-Man took a small breath before continuing. "As I was trying to say earlier, the Chameleon recently ended up on the Kingpin's payroll, and by interfering with Silvermane's goons, you basically landed yourself in the middle of this gang war and made enemies of both groups!"

The patriotic hero glanced uneasily at his partner. "It looks like our chances of success just went down quite a bit." Captain America added with a frown. "What do you believe would be the best course of action from this point?"

"I say if we're lucky, they'll sit back and ignore us. It would sure make things a lot easier if that's the case." Wolverine gave him an indifferent shrug. "If they're dumb enough to come after us, then we might not have a choice but to fight em."

"We've been through worse, I suppose." The captain added with a chuckle.

Spider-Man waved his hand to get their attention. "It's obvious there's no point in arguing with you people. When you involve yourself with the New York Crime Cartel, there's really no chance of winning. All you can do is raise some hell and save a few lives, but no matter which side you stop, the other will be there to pick up the slack and keep going."

Wolverine moved so that he was standing a few feet away from the masked arachnid. "We're not worried about them, but you really know how to make someone repeat themselves, don't you bug boy."

"Show's how much you know, wolfie… I'll have you know that spiders aren't bugs, they're arachnids." He answered before swinging onto a nearby building using his sticky web as a grappling hook and rope. "I don't have anything against mutants, but it seems there's been a lot of them in town lately."

"Wait a minute!" The wall crawler prepared to swing away when Logan caught his leg, pulling him back onto the street. The two heroes fell onto the ground with a thud, the latter having been caught while trying to make his usual departure. The clawed mutant did a double-take. "You've seen Cyclops and Jean!" he sounded equally surprised as the web slinger had a second before.

Spider-Man stood up and rubbed his head, taking a moment to pull a shard of metal out of his shoulder. "Ugh…" He shot the other man a dirty look under his mask before pursuing the subject. "The mutants were with Angel the other day, helping me fight some super-powered weirdoes. They were friends of yours?"

Captain America glanced at his teammate. "I assume they were the teammates you were talking about earlier." He deduced out loud.

"Yup, it's as simple as that." Wolverine began, looking much less hostile than before.

The spider-themed hero was surprised to have run into more of the same mutants, but his thoughts returned to the strangely recent encounters with a group of much less benevolent mutants. It was clear from what the others had said that he was their enemy, but he was still beginning to wonder what was going on with the sudden appearance of so many mutants in New York. After all they were obviously after something in the city, and a certain crime lord also had an interest in them considering that he had captured that magnetic master. Considering the circumstances it just didn't add up, but he figured now was probably a good time to ask as ever.

"Spacing out like that could get you killed in this part of town." Wolverine waved a hand in front of his mask, looking slightly annoyed.

"Have you ever heard of a mutant named Magneto?" the wall crawler blurted out.

For the umpteenth time the last twenty four hours, Wolverine appeared surprised, although this expression was quickly replaced by an angry frown. "You ran into him too? Looks like the others did come here for a reason." He puzzled to himself before looking up at the masked hero. "Even so, how are you involved with him?"

"I tried to stop him from robbing some museums, but the second time the magnet man almost killed me. Lucky for me, he was incapacitated by the Kingpin's lackeys and taken somewhere." Spider-Man replied carefully, finishing his story with a shrug. "Unfortunately for you, I don't know much more about it. They didn't say anything that might've told me what was really going on."

Wolverine mulled these new developments over, asking himself repeatedly why the crime lords in this city would want to take Magneto hostage. Considering all of the facts there were quite a few reasons as to why someone would capture a mutant, and even more as to why they would want Magneto in particular, but at the moment it was clear that this was going to be a major pain in the butt. The captain appeared not to completely understand the significance of these events, even though it was hardly relevant to their own mission. Fingering with the communication device in his pocket, he decided to see what Hank could come up with later, but for now Logan admitted that he was not the smart one of the group.

"Why don't you try telling me what's going on?" the arachnid questioned.

"Hey, I was one asking the questions?" Logan's temper flared up again. He seized the arachnid by the front of his costume and shook him slightly. "For your sake I hope you were telling the truth before."

"Easy there, fido… I don't have a reason to lie" Peter Parker answered before drop kicking his adversary in the chest, causing the other man to stumble back slightly. I can see why you might be upset, but next time, remember to brush your teeth before getting in my face."

Captain America stepped between them, bringing his partner back to his senses. "This man fought bravely when those robots attacked. The least you can do is give him the benefit of the doubt."

Wolverine realized his mistake and released his grip, looking more irritated by his own beastly display than apologetic. "Yeah… Didn't mean to do that." he groaned.

Using his freedom, Spider-Man latched onto a lamp post and swung to the nearby rooftop. He gave the others a small gesture before swinging off into the night. In a matter of moments, his form disappeared over a few rooftops, using his webbing to vault higher and higher until he vanished behind a row of skyscrapers in the distance. Several minutes passed before either of them said something else, but it was ultimately the super soldier who broke the silence.

"So do you believe him…" the blue-clad hero questioned his partner.

"Don't see how it matters, seeing how I've got something more important to worry about. Wolverine dismissed the question before continuing. "Right now it looks SHIELD and the X-Men have a common goal right now. I doubt Fury will be happy about this, but it might not be a such a bad idea if I get a hold of the others."

Captain America wasn't quite convinced, although for the time being he did not argue. "Where are they right now? It's a big city, and you haven't quite explained to me everything that's been going on."

His war buddy nodded. "I'll tell ya on the way, but two things first."

"What now?" the super soldier answered with a curious glance.

"First of all I recommend taking off the costume before more folks start asking questions. Seeing how Captain America and Bucky died in the service, you'll be getting a lot more reactions like the ones we've seen tonight."

He glanced at the costume and nodded firmly. "Well so far people either think I'm nuts, or just some kind of lunatic imposter trying to live a legend."

Wolverine cut through his small talk and continued. "Secondly, I thought of something just a minute ago that you might want to see in the city before I call the others. Either way I think you'll be a little bit surprised by this one…" With this, they prepared to set off on the next leg of their mission. As the two heroes walked off into the night, another meeting was going on several miles across the city.

Meanwhile…

Kingpin had been in his lair coordinating crimes via his network for several hours. The computer mainframe was like a nerve center to his organization, allowing him instant access to almost any piece of information in the world. It was what allowed him to control his collection of less than respectable enterprises from the comfort of his own base, without even getting involved in the affairs personally. If someone wanted to speak to him in person, they would usually come to here, or he would summon them by extending an invitation through his subordinates or communications network. Having spent several hours doing this, the crime lord was preparing to take a break when one of his bodyguards appeared on the main monitor.

The man's face was tough and scarred, with a pair of sunglasses over his eyes and a short haircut. "Sir, there's been a breach in security and an intruder is heading your way."

"Who is it?" the criminal mastermind barked angrily at the sudden disruption.

"According to the report issued seconds earlier, it's the Owl. He was seen sneaking around but seems unaware that we've even spotted him yet." His bodyguard looked through some papers before turning his gaze back towards the camera on the other end. "We've mobilized a squadron to defend the inner sanctum."

The large man stroked his chin carefully. "Call off the orders for now… I will deal with this particular threat personally."

"But, sir…" the guard began hesitantly, but a second look at his employer's expression was enough proof that he wasn't kidding. "Yes sir!" he replied.

Kingpin switched off the monitor and moved behind his desk, busying himself with his work as he waited for the imminent threat. Several minutes passed in silence until a creaking noise above his head caught his attention, closely followed by a shape moving through the air. Seconds later, a strange-looking middle-aged man with messy brown hair and scheming eyes seemed to glide from the ceiling like a landing bird. He was about average height, his face lined with age, and he wore a dingy green suit. Setting down on the ground as silent as death itself, the intruder noticed that the large crime lord had his back to him.

"Fisk… We've got some important business to discuss!" he stated in an unusually calm tone.

To his surprise, his intended host turned around with a benevolent expression, looking more amused than annoyed. "I must admit that you have courage coming here, Owl. Did that lowlife Silvermane send you to kill me, or is this merely a social visit?"

"That's not why I came here. Had I wanted to take you out, it would have been all too easy." The bird-like man answered.

"Really now… Would it be?" The Kingpin retorted calmly, his hand retrieving the device in his back pocket.

The green-suited man leapt high into the air to escape, but the large crime lord had been prepared the entire time. Pressing the button on his remote control, he activated a series of security traps designed for the room. Several canon-like devices shot out from secret compartments hidden behind the metallic paneling on the walls, each of them releasing a series of nets. The floating villain attempted to dive out of the way but was ensnared by one of the nets as another series of weapons shot from the opposite wall. While such a simple trap might not have stopped him under normal circumstances, the wire-like capture nets were charged with electricity, which immediately grounded any chance of his escape by surging his body with an incredible amount of electricity.

Screaming and writhing in pain, the villain hit the ground with a loud crash, his body still feeling the aftershocks of the initial charge. His gun few out of coat and landed several feet away as he continued to suffer, and unable to defend himself any longer, the Owl pushed himself into a sitting position and bowed his head towards his captor. This gesture of respect piqued the crime lord's curiosity. Turning around to face the defeated man, Kingpin strode across the floor of his office until he was within a few yards of the perpetrator, appearing slightly amused by the recent events.

The Owl felt the shocks dying down and managed to look up at his host. "Perhaps I was mistaken." He replied, his eyes moving towards the discarded weapon a foot away.

"A rather interesting way to handle the situation." The big man replied with a boundlessly confident expression. "If you still wish to protect yourself, then you are welcome to try again. Go ahead and take your weapon, but I promise you that the moment you fire that bullet will be your last rather than mine."

The opposing villain seemed to glare at his captor, having come here for a different reason entirely. After waiting to see what the larger man's reaction would be, the Owl shifted into a sitting position and kicked his gun away on purpose, hoping that this action would buy him some time to explain. Wilson Fisk raised an eyebrow in confusion, although he worked hard to conceal this and responded by turning off the voltage surging through the capture net with a small click of his remote control device. Moving forward, he pulled the net off of his prey and seized the smaller man by the jugular, tightening his grip slightly in case the villain had any more weapons.

"Very interesting that you would choose to forsake your weapon, especially while cornered like vermin." The crime lord mused loudly. "At first glance, one may think you were telling the truth about having no intention of assassinating me."

"I… … don't... Wanted… to warn you… … Silvermane…" the Owl gasped through hoarse breaths, his failed attempts to pry the larger man's hand off his neck failing miserably.

Hearing this last part, the crime lord turned to the chair in front of his desk and propped his victim into a sitting position. Although Wilson Fisk had released his death grip on the man's neck, robotic tentacles shot out of the chair and wrapped around his arms and legs, preventing the intruder from escaping. Apparently satisfied with the arrangements, the Kingpin sat behind his desk and eyed the prisoner carefully for several seconds, all the while wondering to himself why an enemy criminal like him would have shown up.

"Perhaps you can explain why you broke into my headquarters, now that I no longer have to worry about your escape." The crime lord interrogated him.

Finally catching his breath, the bird-like man out a groan of pain before speaking. "I came here to warn you before it's too late."

The Kingpin sat back in his own seat, folding his hands in his lap. "Too late?" he began with a note of suspicion, his tone deepening with outrage. "You spoke of Silvermane during that ridiculous convulsion earlier. Explain to me what you were going to say before, and choose your words carefully, or I will personally see to your demise."

"Old Manfretti and the others are amassing resources for a major gang war. They're planning on taking this entire city by force." Owl blurted out quickly.

The larger man cast him a pensive expression, gently leaning on his desk in thought. "That senile old fool lacks the power to challenge my empire. Even if he were allied with the other crime bosses, they would still lack the money and resources necessary to take control over my territories, let alone the entire city."

"Silvermane would never presume to do this alone. He recently joined forces with Norman Osborn and HYDRA, and told us that he was going to use Smythe's robotics alongside the technology and manufacturing capabilities of the others together. Sure even you cannot fight against such a deadly alliance."

He looked his captor directly in the eyes, although it seemed to annoy him. The Kingpin slammed his fist down on the desk, causing the ground to rattle slightly. The room had been purposely designed to withstand almost anything, so the damage left behind was minimal. Although the small fit of rage had left a dent, the desk did not shatter like a normal piece of furniture would have. Standing up from his seat, the crime lord moved around his desk and kicked the chair holding his prisoner so that the man was forced onto his side and sent skidding across the room.

"I took special steps to ensure that Osborn would not violate our agreement, nor do I believe that Silvermane has established any connections with HYDRA." Wilson Fisk shouted as he crossed the room. Reaching down, he lifted the smaller man, chair and all. "The only real explanation that I can see here, is that you are lying in order to save your own life."

"You're being a fool!" Owl shot back, looking rather angry and scared at the same time.

Before either of them could speak again, the doors to his office burst open, revealing the odd face of the Chameleon. The blue-clad villain stumbled forward with a slight limp, looking rather disheveled after his recent escape from the warehouse. Seeing his employee's return, the crime lord stopped inches from murdering the intruder. Likewise the Owl was glad for the sudden reprieve from death, but chose to remain quiet for fear of interrupting the much larger man. The shape-shifting villain continued forward with a look of curiosity, but simply ignored the scene and decided to speak up.

"Kingpin, we've got an emergency downtown!" he started explaining.

"Wait one moment… I will hear your out once I am through tearing this assassin limb from limb." Fisk responded as if they were discussing the topic in a casual setting.

Chameleon shook his head quickly. "This is urgent… We were attacked by Silvermane's team at warehouse five in the downtown area." He held out the broken remains of a laser pistol wielded by one of the interlopers. "They somehow managed to get their hand on some advanced weaponry that made our bullets look like toys."

"What!" he bellowed, dropping his prey in surprise.

The Kingpin glanced between his subordinate, the weapon in the floor, and his enemy, his eyes slowly returning on the man bound on the floor once more. After some tense minutes of consideration, the large crime lord reached down and searched his prisoner for weapons before tearing the metallic coils away with his bare hands, instead throwing the bird-like man onto the floor of his office. The man seemed grateful to be free as he returned to a standing position, silently eying the others with a look of apprehension.

"You see, I came here because I want to work for you instead of that fossil, Silvermane." The bird-like man straightened his tie, looking a little calmer than before. "My business ventures are most profitable, but I have no desire to become involved with those head cases in HYDRA along with Osborn and the old man."

Wilson Fisk turned to the Chameleon for a second before returning his iron clad gaze to his former prisoner. Considering that the shape-shifting villain was known for being equally shifty but also extremely valuable, made him wonder if it was worth the risk in trusting the floating villain. His only ability was to levitate for short distances so it wasn't as if his betrayal would mean very much, and at the same time having another pawn he could sacrifice at only time would be helpful. Maybe he couldn't be fully trusted, but it wouldn't be hard to keep an eye on Owl, especially considering that did the same for many of his less reliable subordinates.

"The fact that you came here knowing you might not leave alive, just to warn me of this most heinous situation, does intrigue me somewhat." The Kingpin surmised with a thoughtful expression. "If you really do wish to work for me, then there's the matter of trust, but at the moment I am willing to let it slide."

"You accept my proposal for this alliance." The Owl responded hopefully.

Wilson Fisk stepped over to his chair and sat back down, shifting into a comfortable position as he watched the lesser crime boss. "You will alert your organization to fight against Silvermane's group until the truth of your loyalties becomes clearer. Until then, you will be kept under close watch…"

"Which would mean?" the smaller man added.

"Just continue to go about your business and be ready to carry out my orders. If you mess anything up, I shall send your remains back to Silvermane in cigar box!" the crime king barked, his voice growing louder with each syllable. After a moment his anger dissipated to reveal a familiar sense of amusement. "You have one chance to prove your worth to my organization, and if what you told me is true, failure is not an option!"

Meanwhile…

Deep underground in one of HYDRA's many bases, the group sent to New York to carry out the mission were gathering. The base was very similar to their now destroyed airbase, with metallic doors and a dark décor. There were a number of computers, terminals, and monitors around, but the main chamber only housed two people. Standing by the main screen was Gorgon, the commander ordered here to establish direct contact with Silvermane's Maggia, while Hobgoblin sat with his feet up on the table behind him.

Gorgon paced the floor of HYDRA's New York headquarters, gently straightening his black sunglasses as he turned up to face his superior. "What exactly do you hope to gain by dethroning Wilson Fisk in New York? Just bitter that he beat you at your own game during the tradeoff?"

Madame Hydra's large image on the room's monitor bore down upon the occupants of the room, her expression deathly serious. "Pardon me if I was upset by his attempt to kill me, of course I have long grown used to such things… No… The real reason we have begun this operation, is because we have reason to believe that there are people in that city that have stumbled onto something very dangerous."

The mutant swordsman ran a finger through his long dark hair, gently twirling his blade like a baton as he sheathed it once more. "You don't mean that they…"

"Perhaps!" she interjected quickly. "I would explain more, but considering our present company, I would assume that we would be better of discussing this at another time."

"And what's wrong with me?" the Hobgoblin chimed in, his insane smile deepening with vindictive joy, his hands rubbing together fiendishly. "How can I carry out my mission properly without knowing the details?"

"We know of your past endeavors… Your reputation precedes you." Gorgon replied emotionlessly.

Madame Hydra ignored the smaller conversation going on and speaking as if they had not deviated from the main topic. "Just remember that the Kingpin possesses some important information, and obtaining this data is our main objective."

"Obtaining new information will be essential to the mission, but does Baron Strucker know that you lost our only copy of the Project Rebirth files." Gorgon snidely remarked.

"Unfortunately he does, although this only increases the urgency of your mission." She replied with a grimace.

The red-clad HYDRA commander bowed his head slightly. "As for Silvermane?"

"Do with him whatever you will once his usefulness to us is over." Viper answered in a sinister hiss.

With this message received, the agent straightened his sunglasses and saluted his fellow commander. Aloof as ever she did not return the gesture, and instead chose to cut the line on her end without so much as a glance back. As nihilistic as Viper had always been, her failure to recapture X-23 had made her even more cynical than before, especially after these failed attempts almost resulted in her death more than once. As the screen turned black, the masked villain stood up from his place at the table and turned to leave, using a remote control to retrieve his glider on the way out.

Gorgon noticed him leaving and decided to confront the hired mercenary. "The orders were to remain here until the mission begins… Where are you going? He asked in a cold drawl.

"I'm just the hired help, so there's no reason for me to stick around when there's no fun to be found." The Hobgoblin answered as if his words resolved any issues with his departure. Upon seeing the other man's icy expression, the masked villain cast him a mocking pout before laughing again. "I'll be on call, but for now I'm planning on visiting an old friend."

"Who would that be?" the HYDRA commander questioned with a frown.

"Norman Osborn… … …" the villain replied with a sinister smile.

Note to Readers: Another one down… It felt kind of repetitive but I was just trying to set the stage for the gang war. The pieces are now in place and the first battle has been fought. It's taking longer than I thought, but I hope to close this story arc soon enough and get back to X-23. She's really one of the main points of the story, but properly introducing Spider-Man and resolving the issues with the Kingpin and his enemies seems to be taking time. Either way I hope you guys liked it. Phew, sorry if there were spelling and grammar errors, but it was late at night when I wrote most of this as usual.

I put a lot of effort into getting this chapter out, so please REVIEW. I don't get to many so I appreciate every single opinion, compliment, or even when someone just wants to tell me they liked a certain part or parts of the story. Reviews generally make me want to update faster, especially if I know people are reading my story an enjoying it.

EXTRAS: List of Characters used so far! Felt like I included too many characters and am trying to do the job of more than one comic book author. It can be hard to show every major character and give them all sufficient character development, but I've been trying. Does anyone want to se more of Tony Stark (Iron Man) or are you good with the current hero roster?

X-Men: Wolverine, X-23, Professor Xavier, Cyclops, Jean Grey, Nightcrawler, Rogue, Kitty Pryde, Storm, Beast, Iceman, Angel, Magneto, Pyro, Sabertooth, Senyaka, Scanner, Seamus Mellancamp, Mastermind, Blink, Gorgon

Spider-Man: Spider-Man, Green Goblin, Doctor Octopus, Kingpin, Silvermane, Hobgoblin, Rhino, Sandman, Tombstone, Kraven the Hunter, Electro, Alistair Smythe, Alisha Silver, Herbert Landon, Black Cat, Madame Web

Daredevil: Daredevil, Kingpin, Bullseye, Owl

The Avengers: Iron Man, Captain America, Bucky, Red Skull, Madame Hydra (Viper), Baron Strucker


	20. Chapter 20

**Chapter 20: Wars of the Past and Present **

Disclaimer: I do not own any Marvel characters or logos.

It had been a few hours since they had met the city's local hero and Wolverine had already contacted Scott and Jean to alert them of his arrival. If what the arachnid had told them was true, they were in for a much more serious situation than either of them had expected. He had found the masked hero annoying at first due to his beating around the bush and constant stream of sarcasm, but now that Logan had the time to think about what he had said, the kid was obviously no fool when it came time to dealing with criminals.

Steve Rogers walked alongside his war buddy as they proceeded down a much more respectable street, both heroes having changed into more incognito clothing before calling a taxi. The clawed mutant had made preparations to meet up with some of his teammates in Manhattan, but for some reason he had deviated from their course to take an unexpected detour. When asked directly, the only answer Captain America received was that there was something in New York he would be interested to see. Naturally he trusted his friend, and the old soldier followed along without complaint.

It was still night, but this end of the city had a much cleaner feel to it, largely devoid of the drug dealers and profane works of graffiti that littered the previous neighborhood's buildings. The people also seemed less hostile in comparison, although due to the late hour there weren't as many folks left on the streets in this side of the city. Several skyscrapers shot towards the starlit skies, the glow coming from the windows casting a soft light onto the streets and illuminating the darkened alleyways ever so slightly, and even the surrounding houses and stores seemed more welcoming here.

Looking out over the nearby waters, American super soldier silently enjoyed the ocean's gentle breeze for the first time in several decades. The lights in the distance alerted him to the presence of ships in the port, but for the last few minutes his eyes had been focused more on the large lighted figure which grew steadily closer with each step. The statue of liberty loomed in the distance atop its mighty pedestal, the green exterior of the monument bathed in a gentle light as it stared proudly over the surrounding domain.

As a citizen of the United States, Steve Rogers took time to appreciate the splendid sight, his own inner sense of patriotism emerging from the pit of his stomach. Several things had changed in this country during his long absence, but seeing this grand tribute to everything he had fought for during the war made him realize now more than ever, that it was still his home. His gaze wandering out into the depths of the ocean, the hero only snapped out of his trance when the man walking ahead of him came to an abrupt halt.

Captain America bumped into him, recoiling seconds later with an apologetic expression. "Sorry about that. To tell you the truth, I was too busy staring at Lady Liberty." He answered with a shadow of a smile. "It really has been a long time since I've seen her in person. Not since the beginning of the war."

"No problem." Wolverine let out a small sigh as he joined his friend in looking at the monument, but was much less fascinated by it and quickly grew tired of the spectacle. Clapping a hand on the taller man's shoulder, he appeared slightly amused.

"She looks as magnificent as ever… Thank you for bringing me here." Steve Rogers replied with a nostalgic expression.

Logan shrugged slightly. "Maybe if you looked around, you would find something much more worthwhile."

The blonde-haired man raised an eyebrow. "What exactly are you talking about?"

"Just look…" He pointed his thumb in the opposite direction, a crafty expression gracing his darker features as his friend followed the suggestion.

Steve Rogers turned his head in the general direction of his partner's hand, his eyes growing wide with surprise as he two familiar faces crossed his line of vision. Looming over the harbor and staring out at Lady Liberty were a pair of men, carved in stone, their faces serious and astute as they watched over the surrounding area. The figures were larger than life, perhaps ten times the size of the people they were depicting, but it had taken the captain less than a second to figure out who they were.

Looking on it was obvious that that first depicted his likeness, only dressed in the old Captain America costume in comparison to the more casual outfit he was dressed in now. The surprisingly accurate representation held the stone version of his trademark shield to his side in a relaxed manner, its hand resting on the shoulder of the second statue. The super soldier breathed in with a nostalgic expression as his eyes settled on the perfect likeness of Bucky, his long deceased sidekick who had died in the war that fateful day in the Red Skull's laboratory. The memory still made his blood boil, but this sensation quickly left him as Logan stepped into his line of vision.

"Brings back memories… Don't it?" Wolverine responded gruffly, a tiny pang of guilt crossing his face as his own gaze shifted towards the captain's former sidekick. When the other man did not answer, he continued speaking. "They built the monument in your honor, but I'm still sorry I couldn't do more to help him."

"I regret it too, but there wasn't anything either of us could have done to save his life." He reassured his companion. The taller hesitated slightly before continuing. "I wish it had been me who died that day, and I would have given my life for his had I been able."

Wolverine grunted slightly at the irony of the situation. "It stinks that young kids who show so much promise end up dead. Meanwhile fossils like you and me are still hanging around when we should have died decades ago." He pondered bitterly. "Talk about a messed up world, am I right?"

The duo fell silent again as they watched the stone figures through the night, the light from the base of the statues illuminating the faces and causing their features to stand out against the gathering darkness. After several minutes of silence, the mutant hero stepped forward and approached the base of the monuments, stopping only when he reached the protective iron fence which surrounded them. Slowly, he extended his hand towards the metallic piece at the base of the memorial, his finger indicating the engraved text upon the bronze plate.

Captain American followed and read the writing, his eyes scanning the print quickly before he spoke again. "In loving memory of Captain America and Bucky: True American Heroes." He iterated the words out loud.

The disagreeable anti-hero groaned, crunching his knuckles slightly. "Looks like no one got the memo saying you were still alive. I don't suppose anyone but me and the folks at SHIELD actually knew the truth about what happened."

He gave the mutant a small nod. "Seeing this statue now, I realize that Bucky wouldn't have had it any other way. Nothing would have stopped him from going with us that day, even the knowledge that he might not have come back alive."

"Talk about conviction?" Wolverine's voice betrayed signs of deep respect at this juncture. "The half-pint knew how dangerous it was to pal around with dangerous folk like us, and never once doubted that the risk was worth doing the right thing."

"Years ago, Bucky always told me that if anything ever happened to him, he wanted to be remembered as a hero." The proud patriot looked upon the stone likeness of his former sidekick with a sense of pride. "It does my heart some good to see that the world still hasn't forgotten his brave sacrifice, or the sacrifices of every soldier that lost their lives in the war."

Logan let out a low grunt as he remembered the face of their youngest companion, the smallest of smiles flashing through the flickering shadows cast by the surrounding lights. "Yup… There's not a single person in the United States who's never heard of you guys, although the same can't be said for me."

Captain America let out a small chuckle. "Maybe it has something to do with the costumes the government provided us. I mean who could forget the sight of a guy running across an open battlefield, wearing brightly colored underwear and spandex."

"On second though, maybe its better that no one mentions me in the history books." Wolverine snorted at how crazy the though was when mentioned out loud.

The two old friends shared a modest laugh as they thought of the scenario again. Maybe now in the modern era it wasn't unheard of to see costumed vigilantes running around and beating up the bad guys, but back when the United States first began the super soldier project, it must've been strange to the public to imagine men in flashy costumes doing the same thing. The clawed mutant had personally found the idea to be overrated in any case, considering that he didn't prefer to wear costumes all of the time. He even traded the blade mask and orange pads a year ago in exchange for a less gaudy appearance.

As they stood alone in the warm night air, the former Weapon X grew tired of the grim memorial and prepared to leave. Casually glancing at the timer on his communicator, the mutant hero stowed the small device back into his pocket and turned his gaze away from the monument, silently walking in the opposite direction. It wasn't as if he was trying to be rude, but for a man like him these types of things came much more naturally than being nice, and right now they had more important things to worry about. Several seconds passed before he realized that his partner was not following, prompting him to address the patriotic hero.

"Hey cap, you coming or not?" he interjected bluntly, causing his friend to twitch slightly. "We've got a pain-in-the-ass to catch, and there'll be plenty of time to get lost down memory lane once the bad guy's behind bars."

Pulled from his thoughts of the past, the patriotic hero turned his head to see Logan walking away. He hesitated for a moment before following after his war buddy, realizing that it wouldn't be very productive if they spent the entire night reliving memories in front of the statue. Had the situation been any different he might have stayed longer, but Logan was absolutely correct about the job coming first. Catching up with him rather quickly, Steve Rogers followed along after his friend, a sense of renewed vigor in his step.

Several moments passed as they walked through the dismal streets of New York. Although the area surrounding Manhattan and the harbor was certainly more welcoming than the backstreets of Harlem and Brooklyn, the city itself had proved to be a rather treacherous place for heroes such as themselves, and they both understood these dangers. His thoughts returned to the present situation again, but it was now that he realized they had no idea where to go, and the mutant's silent nature didn't help clarify where he was leading them.

Reaching forward he clasped a hand on Wolverine's shoulder. "Do you have a destination in mind or are you merely walking around in the hopes that the target's scent will just come to you?" he asked courteously.

The stocky man shrugged. "Don't really know… I did bring you down here to show you the statue, but after losing the enemy's trail we could be wandering around this place a while just trying to find it again."

With this negative sentiment out in the open, the incognito heroes continued onwards through the lighted streets, quietly slipping in and out of the view of street lights and shop windows as they passed through the city's jungle of skyscrapers. The captain felt like a thief looking for a house to plunder as they continued the search, prowling the streets at night without any particular destination. Maybe this was how these types of missions had to be carried out, but to a soldier like him, the very thought made him cringe in disgust.

Steve Rogers was used to fighting the enemy head-on, a stark comparison to the methods they were using right now. Having no where else to go upon his awakening, the American hero had joined SHIELD. Seeing how he was supposed to be dead and was out of touch with modern society, it hardly made sense for him to return to civilian life or rejoin the United State Armed Forces. In a way he was forced into this position, seeing how the world he had fought so hard to protect no longer had a place for him in it.

The shear strain of being trapped in the future made his head spin, but a glance at his brooding partner reassured him. Logan had apparently been through a living Hell in the last half of the century, his situation made worse by the fact that most mutants were hated and reviled by the general populace. He realized that if his friend could have made it through so much, there was a chance for him as well. Plus at the very least, he had at least one friend left…

Growing bored with the eventless vigil, Captain America addressed his partner. "Do you have any idea where the criminal might be?"

"If I did we wouldn't be in this mess right now, would we?" Logan remarked with a sarcastic roll of his eyes.

"Try and think about what we know about this enemy so far." The super soldier replied hastily.

"All we really know is that this shape-shifting menace can turn into anyone using a hologram belt, and might be hiding somewhere in this dump." The mutant hero let out an irritated groan as he summed up the facts. "Basically we don't know squat and this city is way too big a place to find one guy, even for me."

Steve Rogers struck a puzzled pose, gently stroking his chin in thought. "Think! Was there anything else Fury might have said that could help us?"

His partner shrugged at the seemingly hopeless prospect. "No, but that one-eyed menace might start riding my ass if we don't turn up results fast enough."

The pair of heroes grew quiet again as they walked aimlessly through the streets, both attempting to think of a way to simplify their search. Captain America considered the information that Fury gave them before the mission began, but after considering everything they had learned during the briefing, the situation still seemed rather hopeless. Casting aside the lack of results, his thoughts changed to the recent encounter with New York's crime cartel. If his partner had really caught the Chameleon's sent, then they had been inches from completing the mission.

Of course things were never that easy, which was another lesson both men had learned during World War II. They had burst in recklessly and lost the target amidst the confusion. When the situation worsened they received help from a crime fighter named Spider-Man, but their so-called ally spent the aftermath of the battle scolding them for incidentally getting involved in the city's gang war. The masked hero's words replayed in his mind for a minute or two before the super soldier came to a sudden realization.

"Logan, do you remember what that spider guy said to us?" Steve Rogers questioned.

"Unfortunately…" His partner responded with a small growl. "The web-head took his time mocking me after talking down to us like a pair of idiots. As far as I'm concerned, that annoying half-pint can go die in a ditch."

Captain America shook his head wearily. "No, I was referring to the part where he mentioned the gang war going on in this city." He piped up. "From what he explained, it's pretty clear to me that we meddled in something big, and it seems that the Chameleon is also involved."

Wolverine sighed before considering the situation, but one thing the web slinger had said suddenly established a connection between this current mission and the recent rescue of his female clone. If what he said was true, the same man who had tried to sell X-23 to Madame Hydra was currently affiliated with their current target as well. He had made this obvious connection earlier, but it slipped his mind.

"Wait a minute… That masked creep mentioned that the Chameleon was working for the top crime boss in this city." The mutant hero thought out loud before turning to his friend.

The super soldier glanced around calmly. "If anything this could make matters much more complicated for us. He did say that getting involved with the gang fights going on in this city would only result in meaningless losses."

"Not the point…" Logan interjected rudely. "It just so happens that the X-Men recently ran into this Kingpin guy. Get it… He's the same man who hired the shape-shifting bastard we've been looking for."

Captain American raised a blonde eyebrow. "How exactly does this help us, then?"

The clawed mutant's sour expression evaporated. "It means I know his boss, and when we find him, we'll find the Chameleon."

"If this crime lord is really as influential as we were told, I doubt he would find him sitting out in the open." The patriotic hero replied.

Wolverine cracked his knuckles together menacingly. "My teammates stationed in the city gathered some clues together and found out who this Kingpin guy is… We've got his name, and it turns out he's actually one of the big shot business men living in Manhattan. You know what that means don't you?"

His friend looked more optimistic now. "We have to do is keep an eye on places associated with this man. This would narrow our search and increase the chances we have of finding the target."

"Now you're getting it." Logan replied with a satisfied look.

The mutant decided that the next action they would take would be to track down Jean and Scott, and then they would plan from there. After checking to see how much his teammates had learned about the Magneto case, he would share this new bit of information with them in the hopes that they could devise some kind of plan. With these thoughts in mind, he decided that contacting them at this hour would be stupid, but now would be a good time to start asking questions. If everything went the way he was hoping they would be killing two birds with one stone by the time this horror in New York was finally over.

Meanwhile…

It had been a long night for the Hobgoblin by the time the costumed villain finally managed to crack the security codes, but soon the hours of effort would be worth it. Jason Phillip Macendale had been a petty criminal until one fateful night when his shady activities finally paid off. During a transaction with some of his less than reputable clients, he got his hands on some impressive technology in the form of a winged glider. Recognizing his new weapon as the same type of vehicle piloted by the legendary Green Goblin, and was immediately inspired by the master villain's legacy.

At the time the latter had vanished from the streets of New York, making way for a new man to take up his fallen legacy, and this Jason Macendale refurbished the glider and donned a similar costume, instead choosing to call himself the Hobgoblin. Over time he had traced the technology back to OsCorp and confronted the company's owner, during which Norman Osborn agreed to sell him the remaining weapons. For a while he continued to use stolen money to purchase and test new weapons for the greedy CEO, but eventually his reign of terror came to an unceremonious end.

At the height of his career, the Hobgoblin was subdued and captured by Spider-Man's meddling, and shortly after he was imprisoned in the Vault for his crimes. The legacy of the goblin had ended in failure yet again, but this time he had help. HYDRA had freed him from prison to use as a pawn in their game, but he had very little interest in whatever they were planning right now. Although they had commanded him to remain behind, the criminal found himself breaking into Norman Osborn's private laboratories in search of new technology to supplement his glider and weapons.

The masked villain glanced around the metallic room and the hard tile floor. The walls were entirely soundproof to prevent other unwanted guests from hearing what was going on inside the laboratory, and the windows constructed out of a thick safety glass. He also noted the presence of several vaults which no doubt held plans for new inventions, and a few crumpled sheets of paper on the ground. He guessed that these were failed designs that had been rejected and cast aside, and moved on to storage units instead.

"Bingo…" the Hobgoblin mused as he approached the nearest vault. He reached out to check the combination lock, but his hand stopped midway. "It's far too easy…" he muttered to himself.

Reaching into his bag, the master criminal removed a small bag of power. Upon tossing the dust-like substance into the air, the resulting cloud revealed the presence of several thin, red beams surrounding the vault. Pocketing the rest of it, he took out a small metal device the size of a pen and pushed the button on the side, releasing a small laser beam which began to chip away at the door of the vault as if it were made of cardboard.

"Almost got it…" the master thief whispered with an excited sneer.

"I think not." A second voice sounded from behind him, causing the criminal to slip up.

His hand jerked slightly, causing him to drop his cutting device as he turned to see a silhouette stepping through the shadows behind him. The lamps above his head flickered on, the sudden change in lighting revealing the familiar face of Norman Osborn. Fully dressed in his business attire, the famous CEO wore a blue suit and red tie, his expression betraying his sense of mingled amusement and disappointment at having found the robber so easily.

Reaching to the wall, he used a hidden switch to activate the security grid in the room, the doors and windows sealing shut trapping both men within. The laser grid vanished, but steel panels slammed down over the entrances to the cathedral-sized laboratory. Jason Macendale was slightly confused by this, having expected the wealthy businessman to run for his life before sealing him inside.

"What's your game, Osborn?" the Hobgoblin snapped, his masked expression betraying a sense of bewilderment. "If you knew I was here, why would someone like you bother risk confronting me alone?"

Osborn straightened his tie in a casual manner. "You'll find that the New York Crime Cartel isn't the only group with informants in this city. Even so, after you escaped from prison I had a shrewd suspicion that you would come back here searching for new toys. "

The masked villain reached into his orange cloak, pulling out a pumpkin bomb. "Considering that your company made this technology, do you honestly think you can stop me from taking what I want?" he smirked like a madman. "Go ahead, I dare you!"

A strong tension filled the air as the two men simply glared at one another, neither moving an inch as if expecting or even hoping that the other would make the first move. After a minute of this awkward staring contest, the suited man let out a chorus of deep laughter, his left hand discreetly slipping towards his pocket. If he noticed this suspicious gesture, the masked villain was too confused by his enemy's first reaction to question the second, and merely cast the company's owner a look of revulsion.

"What's so funny?" the villain screamed, his red eyes narrowing dangerously.

Norman Osborn's mocking demeanor was instantly replaced by an insane smile that seemed beyond human. "Did you really think that you could threaten me with my own technology?" he screamed wildly.

Before the enemy could react, he pressed another button on the remote he had grabbed seconds earlier, causing the Hobgoblin's glider to spring to life. The rocket sled's engine ignited with a burst of flame and levitated into the air, slamming into the back of its owner, and pushing him into the ground almost instantly. He cried in pain as the glider shoved him face first into the floor of the lab, landing beside his opponent several seconds later. The Hobgoblin screamed through fits of pain, his eyes widening in shock as the gas bomb he had dropped rolled away across the floor. He reached out to grab it, but a foot came down and crushed his wrist.

Norman Osborn raised his leg again and slammed the end of his shoe into the enemy's jaw, pushing his former assailant into a lying position on his back. A loud crunch echoed throughout the room as the victim felt his bones break, but his attacker reached down and lifted his limp form into a standing position. The Hobgoblin was at a loss for words as the other man's hands tightened around his throat, but his attempts to escape failed miserably. Osborn's grip was so powerful that it felt almost superhuman, perhaps even stronger than Spider-Man.

"How is this possible?" the masked villain stammered in shock.

"Why don't you see for yourself!" the other man replied in a devious tone that was at stark contrast with his businesslike appearance.

Without warning, the enemy tossed him with deliberate force. Jason Macendale slammed headfirst into damaged vault he had been attempting to rob earlier, the half-destroyed door falling off the hinges as his body collided painfully with the storage unit. His body pulsing with pain, the Hobgoblin's gaze wandered towards the mask inside of the newly opened vault. It was very similar to the one he was wearing, save for the green skin and yellow eyes, much different from the yellow skin and red eyes of his own mask.

"It can't be…" the Hobgoblin replied, a look of realization appearing on his face moments later. "Of course! That's how the original got his grubby green hands on your most advanced technology. The reason why he always had all of your best stuff is because you were the Green Goblin!"

Norman Osborn did not confirm or deny the statement as he slammed his foot into the intruder's spine, exerting enough pressure to cause him severe discomfort without actually breaking the crucial bone. Reaching his hand across the seam where the mask joined his victim's neck, the wealthy businessman tore it off of his face with an unceremonious tug, revealing the unkempt brown hair of Jason Macendale underneath. He tossed the mask on the ground and stepped on with a sharp glare, his eyes shifting back towards the man at his feet.

"To think I managed to catch you this easily… You are unworthy of wearing that mask." He replied icily.

His hostage looked up with a heated glare. "So, what do you plan to do with me now that I know the truth about you?"

"I never really did confirm or deny that I was the Green Goblin, and this Halloween mask is nothing more than circumstantial evidence that could have been purchased at any party store." The suited man shook his head knowingly. "As for your fate, I would say it's rather simple... Tell me who you're working for and I will not turn you into police."

The Hobgoblin froze for a moment as he considered the options, silently wondering what would happen if he chose the option. Trying to escape was useless considering that the man he was facing had sealed the building and taken away his glider. If he said anything then HYDRA would probably eliminate him, and if he was turned into the police there was a good chance that he would end up back in the Vault or worse for his crimes. The options didn't look too good no matter which choice he picked, although if he went on the lamb at least he would have a chance to avoid repercussions.

Without warning, the suited man picked him up, and threw him a table. "Time's ticking!" Osborn replied with an insane leer. "Which way would you rather do down?"

"No need for that… I'll talk." Jason Macendale shot back angrily.

His captor relaxed slightly, looking much more pleased with the outcome. "I'm listening…"

The unmasked villain took a deep breath, his eyes staring toward the ground. "It was HYDRA that freed me from prison. They promised me unlimited riches in exchange for a brief tenure of service to the organization, so naturally I was more than happy to oblige."

"So they are involved in this business…" the Green Goblin replied with a note of interest. "I had a feeling that something odd was going on when Silvermane suddenly found the nerve to directly oppose the Kingpin's control of Manhattan's underground. HYDRA must be the second financial backer than he was talking about during our last meeting."

"Silvermane? That old fossil is also involved?" the second goblin replied with a hint of surprise.

The older man seemed to shrug off the question and fell silent for a minute or two as he considered this new development. If such big players were involved in New York, then things were bound to get interesting. Thinking quickly, he wondered if his theory was correct, and if so, what did they have to gain by prompting this gang war. Sensing a rare opportunity, his mind began scheming ways that he could use this rare turn of events to reap any and all possible benefits from both sides.

"I see." Norman Osborn replied nonchalantly, his eyes boring into his captive. "I only require one more piece of information from the likes of you… … … Where is HYDRA?"

"There's certainly no benefit I can get out of telling you that, but if you promise not to let me go free, I might feel more compelled to say." His prisoner answered defiantly.

He considered this for a second before punching in a set of security codes into the panel on the wall, earning a look of pronounced suspicion from his prey. "I promise not to raise a hand against you, if you give me this information."

The Hobgoblin returned his stare in an attempt to discern whether or not he was lying, although it did him no good. Left with no other options, he relented in the hopes that his enemy would not be able to find the base even with his directions. "The HYDRA terminal is located in an abandoned subway tunnel somewhere in Manhattan. The number of this tunnel is 17B..."

Norman Osborn memorized this information rather quickly, but before his captive could respond again, a panel in the opened to reveal a pair of men in dark suits. Each of them was carrying a pistol, and neither looked as if they had come to talk. Reaching down, they forced the costumed criminal into an uncomfortable frog march, the larger man pressing a gun against the side of his head. Jason Macendale looked positively livid as he tried to fight off his new captors, but was too weak after the previous encounter to escape them.

"You said you would let me go!" he screamed in contempt, his eyes bulging in frustration from within his chokehold.

"I only said I wouldn't lay a hand on you or call the police… As you can see from this display I did neither of those things." The Manhattan businessman pointed out his own loophole with an eerie sense of calm. After ignoring the captive's protests, he addressed his security staff. "I would like you gentlemen to escort this man out of town and deal with him as you see fit."

"No problem." The larger man replied in an unusually deep-throated voice.

His partner shoved the Hobgoblin's head into a sack to silence his screams. "You got it."

Without so much as another word, the thuggish security guards dragged their prisoner through the trap door on the ground and closed the panel, leaving their employer alone in his laboratory. Now that things had quieted down Norman Osborn took the liberty of observing the private research facility, his eyes settling on the destroyed tables and cracked walls that had resulted from the brief scuffle. He had expected the goblin imposter to return eventually in search of new technology and had prepared by building a remote for his glider, and luckily things had turned out exactly as planned.

The grim businessman took a moment to indulge in a rare smile, his hand instinctively reaching for the mask sitting in the nearby vault. He had only recently begun to wear it again, but due to the recent tension in his life the goblin had begun to rear its ugly head, and he had no choice in the matter. He opened the second unit to reveal his goblin attire and quickly suited up, a new plan forming in his head now that he had everything he needed to plot revenge on those who had wronged him. If things turned out well, he would have everything he wanted and much more by the time this gang war was over.

Meanwhile…

The sun was beginning to rise as dawn approached, but the most impoverished districts of New York had since become a battleground. Civilians ducked into their homes as the flurry of bullets continued to rain down, shattering plaster and wood as they ricocheted off of the surrounding buildings and walls. The streets were in chaos as drug dealers and less reputable businessmen were forced to flee the backstreets in search of a safer hiding place as those unaffiliated with either side attempted to flee the scene. It had been several hours since this chaos began, men running into and out of buildings as they hunted each other in a display of guerilla warfare.

The henchmen belonging to the Kingpin wore dark purple uniforms and visor helmets, having traded in their pistols for weapons of a much higher caliber. In comparison the Maggia thugs sent by Silvio Manfretti were dressed in stereotypical mobster clothing, most of them wearing dark suits and carrying guns of several different varieties. Although it was hardly war at a national scale, gang conflicts such as these were fought by securing strongholds in buildings while sniping at enemy criminals from the windows, occasionally taking a moment to maximize damage with small explosives and hand grenades.

Several men had take control of a small grocery store and had stationed themselves by the windows, each of them taking turns to fire at the enemy gang members from the safety of the building. Standing behind them, Hammerhead had personally come to coordinate the attack in the case that they ran into any complications. Sending in the robots would have caused unnecessary destruction and unwanted attention from the city's many masked crime fighters, something that they were currently trying to avoid by fighting the gang war in a more conventional manner.

"Sir, they've entered the building!" one of the gunmen screamed in panic.

Hammerhead gestured to one half of the group. "You boys head downstairs and see if you can't hold off the enemy. The rest of you, fill 'em full a lead when I give the word."

The enforcer heaved his machine gun onto his shoulder and saluted. "No problem!" He baked before turning to the other half of the group. "All right, you heard the boss man, let's get going!"

As half of his enforcers exited the room, their leader closed the door and bolted it shut, signaling his remaining men to take up their positions nearby and await the intruder. Reaching into his pocket, the flat-headed mobster withdrew a pair of brass knuckles from the pockets of his striped suit, quietly sliding them onto his fists in preparation for the imminent threat. Several gunshots sounded downstairs as he heard the cries of the wounded, but the loud thumping coming from the lower floors quickly caught his attention.

"What's going on?" he snapped, sparing a few glances out the windows and pacing nervously as if the floor could give out beneath them.

Without warning, the floor beneath his subordinates fell through, causing the thugs to crash land on the first floor of the building. Looking through the opening, the flat-headed enforcer watched in surprise as several jets of green ooze melted the weapons into useless metal blobs. A large metallic appendage swatted the group as they attempted to flee. One of the men attempted to fire his destroyed weapon at the enemy, but the gun backfired, killing its owner instantaneously. Hammerhead dove sideways as the enemy leapt through the hole in the floor, revealing the attacker's identity at last.

He was a muscular man wearing a bright green spandex suit and matching mask, a series of thin darker green stripes running along his body horizontally. He wore gloves and boots in the same shade, but the most striking part of his appearance was the large tail-like attachment sticking out of the back of his suit. Matching the color scheme of his costume, the weapon ended in a point very similar to the tail of a scorpion. Of course this was how Mac Gargan had received his super villain name to begin with.

"We took down your guys… Gonna surrender yet?" the Scorpion dusted off his gloved hands.

"In yer dreams, dirt bag!" The mob hit man retorted angrily.

His opponent shrugged with an air of indifference. "I was hoping you would say that."

The Scorpion swung his tail at his opponent like a club in an attempt to flatten him, but the suited man jabbed his head forward, the sheer force of his skull reflecting the blow. Hammerhead watched carefully as the villain's tail swung in the opposite direction after being reflected by the adamantium plate in his skull. Using the small opening, he charged like a bull and head-butted the costumed criminal in the stomach causing him to recoil in pain. Gargan doubled over and received a series of punches to the jugular as his hard-headed adversary hammered him with a pair of brass knuckles.

Rugby tackling his opponent full-force, the mob enforcer sent Mac Gargan flying through one of the nearby windows, shattering the glass as he landed in the streets below. Bracing his hands against the edges of the broken window, Hammerhead catapulted himself from the second story in an attempt to stomp his fallen opponent into the asphalt, but the super villain recovered just in time to counterattack. The Scorpion spun around so that he was on all fours and ensnared the hard-headed hit man with his suit's tail, slamming him face-first into the street with as much power as he could muster.

"That's what you get for letting your guard down!" the costumed criminal shot back, his tail firing several jets of burning acid at the enemy.

His opponent rolled sideways to avoid the corrosive spray, jumping to his feet with surprising agility and diving behind an abandoned car for protection. The glass windows of the vehicle shield him from most of the acid, but a stray blast melted the metal of a nearby street light, melting through the base and causing it to fall like a felled tree in the forest. While the thick-skulled gangster managed to dodge the falling debris, the acid had also eaten through the supports on a nearby fire escape, causing the enter structure to fall.

A familiar shape sat atop a nearby building, silently watching the disorderly battle going on below. "Two of my enemies are beating each other to a pulp, so why exactly did I bother coming out here?" he mused out loud, his eyes darting toward the fray. "Oh yeah, that's why?"

Several yards away, an innocent mother and child had fled their apartment in an attempt to escape the gang war, but the collapsing object came closer by the second, and they were directly in its path. The woman shielded her child with her body in an attempt to save the young boy, but before either of them was crushed, a series of sticky white ropes shot out and bound the structure in place. Both civilians glanced up in relief as they realized they were still unharmed, catching sight of a familiar masked vigilante.

Spider-Man gave them a casual wave, wincing slightly as he exerted the extra effort to prevent the fire escape from crushing them. "Glad to see you guys are all right, but this thing is a lot heavier than it looks." He called out.

The mother seemed to mouth a quick word of thanks before fleeing the scene with her child, allowing the masked crime fighter to let go of his load. Once they were safely out of harm's way, he let go of the metal structure and breathed a sigh of relief. The feeling was short lived though, as he had attracted the attention of everyone participating in the gang war going on below. Several men on both sides aimed gunshots at him, forcing the web slinger to use his acrobatics skills to full affect. He danced around the flying bullets with ease but was quickly forced to reassess the situation as the Scorpion began shooting everything in sight.

Glad that the two major villains were too busy slugging it out with each other, Peter Parker wrapped his webbing around the fire escape's remains and heaved them upwards with all of his might, tossing them at the two combatants in an attempt to crush them both. Gargan had been inches from corning his enemy when the metallic structure came at him, forcing both to dive away from the sight of impact.

"It's Spider-Man!" a few random thugs called out unnecessarily, several others pointing or shooting at him on sight.

"I almost had him that time…" Mac Gargan screamed wildly, his glare directed at his longtime enemy. "Blasted wall crawler! You always ruin everything!"

Hammerhead also diverted his attention, yet looking slightly relieved from before. "This mess don't concern you, web head!" he added.

"When you creeps put innocent people in danger, it makes it my business." The masked vigilante retorted, his body moving naturally to dodge more gunshots. "Why don't you guys take this somewhere less crowded?"

"Why don't you shut up and die?" Scorpion screamed, breaking off his previous fight to challenge the hero.

The costumed villain launched himself onto the building and began to climb with his bare hands, using rain gutters and window panes to propel himself up. Spider-Man launched several shots of web which his enemy dodged, instead opting to do thing the old fashioned way. Seizing hold of the nearby water tower, he swung towards the Scorpion like man on a vine and kicked him in the midsection, pushed off the side of the wall. He clung to the wall using his spider stickiness, but the wall rumbled as his second enemy charged headfirst into the wall, causing the entire building to shake a little.

Peter Parker felt his grip lessen slightly, jumping again to another building as thugs from both sides of the battlefield targeted him again. "Oh great…" he muttered sarcastically. "Now they choose to put aside their differences and work together."

His eyes widened in shock as a large armored truck pulled up alongside of the alleyway, catching the attention of the group below. The mammoth vehicle was so large that it blocked off the exit leading out of the street. Several more men joined the battle, this group wearing different outfits than the previous two factions. Dressed in bullet proof vests and carrying pistols, the new group gunned down the remainder of the Maggia's thugs, instead reinforcing the group of henchmen sent by Wilson Fisk.

"It can't be!" Hammerhead shouted, looking surprised by this sudden and unexpected intervention.

The back of the vehicle opened to reveal the Rhino, who immediately began smashing through the Maggia's remaining members with the force of a wrecking ball, their bullets useless against the super powered man's iron-like hide. The masked vigilante was dismayed by this sudden interference, but was caught off guard as another shape darted through the sky and kicked him into the air, forcing him to swing and grapple to another rooftop. The man standing on the opposite building's roof wore a dingy green suit and had an almost bird-like appearance, his sharp eyes and wild hair giving him an almost feral appearance.

"Sheesh… I'm starting to wish I had stayed out of this mess." Spider-Man grumbled, silently wondering if coming here had been a good idea.

Hammerhead actually seemed to ignore the battle for a second, his attention shifting to the newcomer. "Owlsky, you traitor!" he snapped. "Manfretti gave us the deal of a lifetime, and instead you sided with the fat man!"

"The deal he spouted wasn't in my best interests…" the Owl answered bluntly.

"Your funeral, smartass…" the hard-headed gangster replied, the hand behind his back fiddling with a special communicator he had been given for this mission.

With this said, the battle continued as both sides targeted Spider-Man, but continued fighting amongst each other. Several minutes passed as the Maggia's dwindling group struggled just to stay alive under the threat of this unexpected betrayal. Peter Parker was forced to dodge the spray from below as he fought the newcomer in mid-air, the masked hero having trouble due to his opponent's animal-like agility and his chemical-induced ability to float in mid-air for short periods of time.

Down on the streets, the Kingpin's forces had the enemy in full retreat, but the tide of the battle was about to turn again. Several fighters looked up as a half-dozen flying robots rocketed their way towards the battlefield, immediately advancing on the Scorpion's faction. Laser fire replaced the previous rain of bullets as Alistair Smythe's mega slayers forced the enemy on the defensive once more, while also allowing Hammerhead to escape in the confusion as he was no longer needed.

The hard-headed villain had taken the liberty of alerting Alistair Smythe to their situation when they were first interrupted by Owl's gang, having done so in a very discreet manner. Slipping into an alleyway amongst the intense confusion, he kicked open a manhole cover and slid into the sewer system below, deciding that getting away was more important than his own reservations. Of course he had purposely neglected to give this order to the rest of his subordinates, knowing that the sight of them all running would have alerted the enemy to his flight plans.

Above the ground Spider-Man was relieved to see that most of the locals seemed to have left the area. He couldn't blame them, since even the police seemed hesitant to get close to the battle, having instead opted to take the civilians to safety. The few that had come had been instantly killed on sight as if their presence hadn't mattered at all, something that made the masked hero cringe at his own chances of escaping alive should the situation escalate any further.

"Ugh!" he groaned as the flying villain kicked him in the chest, causing him to lose grip on his webbing.

"You've lost, web slinger!" the Owl called out mocking as he landed safely on another rooftop.

Peter Parker tried to shoot another web blast to save himself, but realized now that he had run out. Scrambling to insert his spare, he was inches from the ground when a strange force stopped his descent, as if a pair of invisible hands had grabbed him in mid-air and prevented him from hitting the street. Once he touched down on the street, Spider-Man reloaded his web shooter, but one of Smythe's slayers had already targeted him. He held up his arms in defense as the mechanical monster prepared to step on him, but the blow never came.

A large red beam of energy nailed the robot in the chest, grounding the beast as an invisible force pushed it into a nearby power box, the surging electricity short-circuiting the automaton. A familiar woman with long red hair slowly lowered her floating form towards him, as a man with a visor ran to his side.

Jean Grey gently landed beside the masked hero, brushing sweat off her brow, "Phew… That was a close one."

"What is this, the third time we've had to save your butt?" Cyclops added with a note of sarcasm. "We hard about the commotion and thought you could use a hand."

Spider-Man didn't usually appreciate interference, although in dire situations help was always welcome. "Don't get cocky, we've still got more than a few problems right now." He forced their heads down as the other robots shot at the group. "Now we're even…"

"What's going on now?" Leland Owlsky leapt from the rooftop to rejoin the fray, but was tackled by a winged figure before he could lash out in anger.

Warren Worthington shoved the bird-like man away with an effortless strike, looking rather amused by the crime boss's flying technique. "Sorry I'm late…" he called down to Spider-Man and the two X-Men. "I got caught up helping some people escape this insanity."

"No problem…" Scott replied, using his heat vision to force back another mega slayer.

"Angel!" the Owl screamed as he recognized Manhattan's flying hero.

The winged mutant cracked his knuckles challengingly. "All right then… Let's see how well you fight without using flight as an advantage."

Note to Readers: Been a while since my last update… I wouldn't be surprised if people stopped caring at this point, but for some reason I've had very little motivation to work on this story lately. Not that I don't want to finish it, but it gets harder as the story goes on I guess. Sorry for any spelling or grammatical errors, but as usual it was late when I wrote most of this chapter.

I you want to thank someone for the update, thank **Kairan1979** and **Quill N. Inque** for their near constant support. Special thanks to **Rider Paladin** also provided an excellent review, seeing how if people like something in particular, I really enjoy hearing about it. Also a special thanks to **IronSavior **for a more recent one. Thanks to anyone else who reviewed too, I appreciate it no matter how small the contribution, although like most writers I love longer reviews.

Don't know if I'll be able to continue and make the updates on a regular basis, seeing how writing this chapter was hard for me. Please review... Any comments, questions, suggestions, criticism, and support are all welcome.


	21. Chapter 21

**Chapter 21: Chaos in New York **

The Owl spun around in midair and landed on a nearby rooftop to regain his bearings, leaping high into the air to avoid another tackle as Angel broke into a dive attack as missed him. Reaching into his pockets, the villain drew a pair of shotguns and aimed a few rounds at his opponent, but the mutants flying ability proved formidable. Darting around the flurry of bullets, he attempted to tackle the enemy, but the mobster was unusually quick and managed to take to the air again. Although his formula only allowed him to hover and glide for short periods of time, he was taking full advantage of this limited power to keep the battle on equal grounds.

Leaping from roof to roof, the bird-like man used a complex series of jumps to stay out of range of the flying hero. His power was extremely limited in comparison to the flying mutant, but luckily for him he had been fighting super powered enemies much longer than his younger opponent, and the floating villain was no amateur when it came to dealing with attempts on his life. Using his firearms, he managed to keep the winged mutant on guard long enough to reload and maneuver through the air. Although some would consider it an annoying way to fight, the bird-like gangster knew that in a contest of speed and agility he would lose instantly against an opponent like Angel.

On the ground, the remaining heroes were trying to hold up an onslaught as the chaos escalated. Although both sides were still fighting amongst each other, several members of the two gang factions had diverted their attention towards the mutants and Peter Parker. Cyclops blasted the oncoming robots with his energy beams as Jean crouched behind him, using her own powers to repel the laser fire and bullets. Although the heat was unable to completely shatter the strong alloy the Mega Slayers were made of, the metallic enemies took sever damage.

Hammerhead watched the heroes for a few seconds before making a call. "Forget the laser blasters, just use the missiles and blow 'em to smithereens!" he screamed into the device in his hand.

A few moments later, Alistair Smythe's deep, robotic voice answered back. "We were explicitly warned by Silvermane to avoid unnecessary destruction of the surrounding city. Utilizing such a weapon would risk attracting unwanted attention."

"The web slinger came and brought some friends with him!" the hard-headed villain shot back. "If that weren't bad enough, the fat man sent reinforcements and those super-powered freaks just made things worse. We ain't got a choice if we want to win this fight."

"If you have a problem with my methods, than perhaps I should simply switch the robots to verbal command." The robotics scientist sneered in annoyance.

The thuggish criminal seethed angrily. "If you ain't willing to do it, then just give me control of those piles of junk and I'll take care of 'em!"

"How dare you refer to my beautiful creations as mere garbage! Were it not for these so-called piles of junk, your hopes of winning this petty gang war would be nonexistent!" Smythe's voice replied through the receiver, his hand inches from cutting off the call and ignoring the hard-headed man.

"Just do it!" Hammerhead barked impatiently, his eyes widening slightly as the fighting came closer to his position.

His benefactor groaned with a note of exasperation before answering. "Fine, do as you wish…" he typed in a code into his keyboard, adjusting the mechanical beasts to obey voice commands.

The heroes watched with uncertainly as the robots they were fighting froze in place, but a few seconds later they reactivated themselves, metallic panels on the sides of their head units shifting aside to reveal the presence of voice receptors. Now programmed to take orders from the flat-headed mobster, the robots resume the fight as quickly as they had stopped. Hammerhead reached into his coat and pulled out a small device, which he held up to his mouth to amplify his vocal tones over the din of the ensuing battle.

"Incinerate those bugs!" the villain commanded, causing the metal monsters to react to his commands.

"Look alive, guys!" Spider-Man warned his allies as he moved to the safety of a nearby building, weaving around laser blasts and bullets mid-swing.

At once the six mega slayers sprung to life, holding their arms out towards the mutants. Their arms transformed to reveal large metallic cannons, large blasts of fire erupting from them seconds later. Jean held up her hands to block the flames with her telekinesis, but the four slayers surrounded the two X-Men from both sides and began to increase the intensity of their fiery assault. Scott responded by blasting them away with his heat blasts, distracting the robotic monsters long enough to slip between their legs as his girlfriend levitated over their heads.

The two mutants attempted to escape but three more slayers rocketed onto the scene, releasing another mighty gout of flame as they joined the battle going on below. Peter Parker noticed this and shot out his webbing and wrapped it around the arm of the first robot, yanking its arm into a position so that the flamethrower torched another one of the robots. Although the flames did little damage to the metal monsters, the masked hero had diverted the blast from harming anyone else, but in the process had caught the attention of the robot commander.

Hammerhead stamped his foot in annoyance, sparing a look at the battle from behind a dumpster. "Don't just stand there, you lumps of scrap. Fire the missiles!"

His slayers converted their arms into missile launchers and fired several large projectiles at the web-slinger, prompting him to dodge by jumping to another building. His escape was short lived as the remaining missiles turned and followed him, almost as if the explosive weapons had minds of their own. Spider-Man spared a glance over his shoulder and shot out another piece of webbing, seizing one of the offending missiles and tossing it into another. Although the two exploded on contact, he still had three more to contend with.

Cyclops shot a series of beams from his visor and detonated the missiles before they could catch their target, earning a friendly salute from the wall-crawler. The mechanical slayers turned to attack the mutants, but Jean repelled a few shots and pulled her boyfriend to safety just in time with her psychic abilities, the laser blasts peppering the tiny strip of sidewalk he had been occupying seconds before. The female mutant stepped between Scott and the attacking robots, holding out her hand as if to stop them as she made an attempt to repel the oncoming threat with her telekinetic powers.

She was unable to stop them due to the sheer size of the metal monsters, but due to her focus being on them, she was caught off guard by a mammoth all-terrain vehicle driving towards her at breakneck speed. The Owl had brought the tank with him as a transport for his subordinates, but it was also outfitted for mass destruction and mayhem, constructed out of thick metal allow and equipped with several high-tech weapons.

"Jean, look out!" Scott called out in a panic, his body frozen in terror as the monstrosity came dangerously close to the woman he loved.

The psychic hero opened her mouth to gasp as the vehicle smashed through the Alistair Smythe's squadron of mega slayers, but the masked figure standing on the nearby rooftop flew down on a strand of his trademark webbing and pulled her to safety, the two of them landing on the roof of the opposite building seconds later. Scott cringed slightly as the vehicle missed him, feeling slightly ashamed that he had not been able to help her himself, but was still relived that everyone had made it out in one piece.

"What would this city do without you, Spidey?" Peter Parker commentated with a note of arrogance, casually dusting off his gloved hands as he surveyed the battlefield.

His subject seemed less amused by this statement as she struggled to stand again, her body wobbling slightly as she struggled to gain a footing. "Thanks for sticking your neck out for us again, but is it necessary to boast about it?" she added.

Spider-Man spared a small glance, his posture stiffening slightly for a fraction of a second. "When you're in the business of saving lives, it's important to look at the bright side of things and never give the enemy a reason to see your insecurity. Dwell on the bad and you're bound to lose focus and due in the middle of a fight."

"I guess that makes some kind of sense." She replied with a small shrug.

"That's how I roll." The web slinger answered her with a pointing gesture, although his mask hiding any form of facial expression. "Plus it isn't bragging when you're one of the best crime fighters in this mad house."

Jean watched as her rescuer swung away and rejoined the battle with the remaining enemies on the ground, silently pondering the fact that there was more to the bragging vigilante than he was normally willing to show to other people. They hadn't known him for very long, nor had anyone seen his face, but Angel's opinion of him seemed to be valid. Shifty as he was at times, the arachnid was actually pleasant and well-meaning for the most part, and a reliable partner in the midst of battle. These thoughts floated through her mind for a moment or two, but seeing Scott taking down the remaining mega slayers quickly caught her attention.

"I got these guys!" Cyclops shouted as he beamed the last two slayers with his heat vision as he used the force of the blasts to delay their approach.

The psychic mutant leapt from her perch to assist him. "Go for it, I'll back you up!" she called out to him hurriedly.

Worried for his safety, she descended from the rooftop with a graceful haste and landed beside him, just as the enemy automatons began to fire their missiles. Metal cavities in their chest areas opened to reveal the rocket launchers within, but as soon as they fired, she used her telekinesis to jam the machines so that the weapons wouldn't fire immediately. She had studied such mechanics while helping the professor in the danger room, so weapon functions were not entirely foreign to her.

"Now's your chance… Aim for the chest cavity!" Jean ordered, her voice straining slightly as she struggled to prevent the slayers from defending themselves.

Her boyfriend reached up to his visor, creating a series of powerful blasts which struck the enemy units in the designated area. The force caused the missiles stored within to go off prematurely, frying the inside of the mechanical monster with a powerful series of explosions. The first humanoid robot crumpled forward as if broken, fiery smoke shooting out of the creature's joints as the arms exploded from their sockets, the head of the second slayer rocketing into the air in a similar fashion.

As they finished up with the slayers, Angel continued his battle with the Owl. The mob boss was a notoriously good shot with his pistols and managed to keep the flying mutant off-balance long enough to recover as his levitation ability required him to land between jumps. Warren Worthington had been watching carefully to judge his opponent's attack pattern, quickly coming up with another idea. Using his superior he speed, he waited for the bird-like man to land again and dodged the flurry of bullets, the feat made more difficult by the fact that he was flying towards the enemy instead of fleeing.

"I gotcha!" Angel shouted as he tackled the older man's midsection with full force, pushing him off of the roof he was resting on.

The Owl flipped around in midair and tried to slow his fall, but the winged hero countered by darting behind him mid-fall and seizing the man's arms with his own. Angel increased his speed as he broke into a dive, tossing the villain into the pavement with all of his might as he pulled up to avoid the impact himself. A loud crash reverberated through the air as his opponent collided painfully with the streets below, a small series of cracks running across the surface of the asphalt where his body had landed.

Arms sprawled out against the ground, the bird-like villain let out a squeal of agony and blinked twice before passing out cold. Meanwhile the heroes breathed a sign of relief as they attempted to relax, but the tank-like vehicle from before instead turned on them. The defeat of their leader prompted the thugs to turn their attention towards the mutant. A faint glow emanated from the series of laser blasters as it began firing upon them.

Scott shot a few beams of energy at the monstrous transport, but his attempts were futile as his heat vision bounced off of the machine's armor. Seeing few other options, they turned and fled from the vehicle, Cyclops ducking into an alleyway as it came inches from crushing him while Jean took to the air again.

Before the vehicle could pursue them, Angel flapped his wings to catch the attention of the gunners, using his speed to avoid the death blasts as he worked to distract them from pursuing his friends. As they dealt with the tank, Spider-Man had resumed his battle with the Scorpion, using his powers to dodge and maneuver around the deadly showers of acid which continually erupted from the tail of the villain's suit.

"Whoops… Too slow… … So close…" the web slinger jeered as he leapt from walls to objects, his powers alerting him to each consecutive attack.

Mac Gargan clenched his fists in frustration, his teeth gritting violently. "You little runt! Stand still and we'll see who's laughing."

Spider-Man scurried upwards, effortlessly scaling the wall with his stickiness. "Stand still, you say! Yeah, that's the smart thing to do when there's a homicidal insect trying to kill you!" he rolled his eyes sarcastically. "Are you ignorant, or just plain stupid?"

"I'm gonna kill you or that, web-head!" the villain began to climb after his nemesis, but the hero was prepared for this approach.

The masked vigilante reached into his belt, pulling out a small red cartridge he had been planning on testing. Seeing that the incompetent Scorpion was hardly one of his more deadly enemies, he figured that now would be a good time to test if his hard work in the field with minimal risk. Taking out the cartridge in his left hand, the arachnid replaced it with his new batch and turned on the advancing villain who had reached mid-way up the wall at this point. Placing the tips of his fingers into the proper position, the young scientist fired a blast of his newest webbing.

Although it might not have seemed like anything different, recent encounters had prompted the hero to change his formula to be much stronger, and in addition to this he had also been tampering with the release mechanism as well. The blast of web shooting from his hand formed into a small orb resembling a ball of yarn as opposed to the rope-like quality of his usual material. The projectile hit the Scorpion in the torso area with incredible force, causing him to lose his grip on the wall, but he quickly regained his hold.

"You ruined my costume…" Gargan added mockingly, having expected much worse from his heroic nemesis than a sticky costume.

Spider-Man grinned beneath his mask, although it was invisible to the villain. "Wait for it…" he warned with a sense of amusement.

After a second, the webbing on the villain's expanded like a cocoon, covering his body like slime, coagulating into a much more solid substance almost instantly. The layer of webbing also expanded to cover his tail, his movements greatly restricted. Mac Gargan struggled violently against his binds before tumbling towards the ground, the webbing holding firmly as he joined his allies on the streets below.

Thrashing around violently, the Scorpion glared up at the hero. "What was that crap! You'll pay for this, you son of a…"

Before he could finish speaking, Spider-Man covered his mouth with a streamer of webbing to silence him. Shooting several more layers of webbing onto the captured villain, he made certain that his tail was bound tightly enough to prevent any hopes of immediate escape. The villain's eyes widened in surprise as his nemesis constructed a more traditionally shaped web in the nearby alleyway, picking him up and tossing him into it seconds later. Now rendered helpless for the time being, all the Scorpion could do was struggle helplessly as he was suspended above the ground like a real insect.

"Easy come, easy go…" Peter Parker commented as he left the villain behind.

As he dealt with the Scorpion, the mutant struggled to stop the armored transport coming towards them. While Jean and Angel hovered overhead, dodging the laser blasts coming from the vehicle's cannons, the third member of their group had figured out a way to stop the enemy assault. While the truck's armor protected the main body and structure from his heat blasts, the wheels remained unprotected. Positioning himself, Cyclops used several well-placed blasts to damage the wheels, rendering the vehicle immobile.

"They're all yours, guys!" the mutant called up to his allies.

Jean raised her hands in the air, generating telekinetic force to block the weapons from firing, as Angel few down and forced open the door of the armored truck. Spider-Man entered the back of the vehicle and disarmed the enemy thugs with a few of his web blasts, emerging from the monstrosity carrying the unconscious bodies of the gangsters. The masked hero tossed his captives onto the ground and bound them in webbing, the others joining them moments later. Scott ran up to the group as Jean landed amongst them, all four of which appeared to be relieved by the battle's abrupt ending.

"Phew… All in a day's work." Spider-Man commented, the tone of his voice betraying a grim disposition that he was attempting to hide.

"Now's not the time to joke around." Warren shook his head disapprovingly, exhaling a tensely held breath as he struck a thinking pose. "It doesn't make any sense… The crime lords rarely let a gang war escalate like this, but destruction on this level is beyond anything that we would have expected."

An awkward silence fell between the heroes as they observed the destroyed neighborhood, several houses burning while other buildings had become nothing more than piles of rubble. The smoldering ruin hardly resembled the same place it had been when the gang war first began, but from the use of high-tech weaponry it was clear that both sides were serious about seeing the other destroyed. Usually the other crime lords accepted the Kingpin's rule of New York City, but for some reason it now seemed as though they were willing to force him into submission to take the ganglands from him.

Scott and Jean were hardly familiar with the crime in this city, but Warren was familiar enough with the crime cartel, and Spider-Man had clearly been fighting crime here for even longer. To them it was painstakingly clear that something was amiss if the other crime lords were willing to directly engage the Kingpin in a direct conflict. To challenge a man who controlled the entire East Coast and several criminal ventures around the world proved they must have something up their sleeves. The Maggia had not only obtained more powerful weapons, but suspiciously enough they now possessed the resources to mass produce Alistair Smythe's technology at an alarming rate.

"Would someone care to explain what's going on?" Scott interjected, his words jarring the two local heroes out of their respective trances.

The female mutant standing to his left frowned. "This isn't an ordinary gang war, is it?" he replied with a raised eyebrow.

Spider-Man seemed much less inclined to say anything, although he knew just as little and recent searches hadn't yielded much. If the mutant were willing to share their own stories in full, then there was a chance that they could piece together the puzzle, but Peter Parker had never been a big fan of superhero team-ups in his career, preferring to work alone for personal reasons. He knew that being a crime-fighter would put his loved ones in danger, and feared that getting close to anyone while in the costume would prove disastrous for the people he cared about.

Meanwhile Warren Worthington observed his friends for a minute or two before answering, silently wondering himself the exact details of this strange turn of events. In all honesty he had no clue how Scott and Jean's mission was connected to this chaos. Of course, looking over at the web slinger made him wonder if his fellow vigilante knew anything more. It was pretty clear that Magneto was somehow connected to the series of unfortunate events because Spider-Man had seen him in the city, but until a connection was made, it didn't seem right to involve the X-Men when they had no reason to put their lives on the line.

Taking a deep breath, Angel turned his friends with an apologetic expression. "Truthfully, I feel bad about pulling you guys into this gang war when it really has nothing to do with you."

Jean Grey's expression changed into one of incredulity. "Are you saying you want us to leave you here to deal with this alone? Professor Xavier always taught us to use our powers for good, and as long as we can help out the cause, we will." She replied sternly.

Cyclops glanced between them with a puzzled expression before shrugging. "While we were sent her to investigate the Magneto situation, we can't just ignore it when super powered freaks endanger the lives of innocent people. I have no doubt that the professor would agree with this."

An understanding passed between them as Warren inclined his head solemnly, although knowing that they were willingly involved made him feel a little bit less guilty. With great difficultly, he managed a smile. "Thinking about the last few days, I realize that if you guys hadn't been here, we might not be either." He glanced at the masked arachnid, and added "This probably applies to the both of us."

Everyone turned their attention to the spider-themed hero, who stepped backwards awkwardly, gently scratching the back of his head through the mask. "Yeah, well… I guess that's true. Can't say I wouldn't be alive, but you guys did save me a few trips to the emergency room." He pondered this thought. "To me, that alone is worth more than you know."

Angel responded with a small nod as Jean relaxed her shoulders, the three mutants looking expectantly at Spider-Man. While the fourth member of this group was hardly a friend, he had proven his worth multiple times, and in helping him they had basically been repaying debts for the times he helped them. Even thought they had yet to see his face nor did he ever seem keen on sharing information with them, perhaps the masked hero might have been friends with them under different circumstances.

These thought gave Jean the courage to say something that had been burning inside her ever since their last meeting. "Spider-Man!" she addressed him sternly, causing everyone to divert their attention to her. "If any of our questions are to be answered, we need you to tell us everything that's been going on in this city that you can."

Peter Parker was slightly taken aback by her lack of a choice on his part, subconsciously backing away from the trio of mutants with his hands raised in front of him. When he answered, the web slinger had abandoned any trace of his usual sarcasm. "Look here, I don't have any obligation to tell you guys anything. When it comes to fighting crime, I work alone…"

"Having seen Magneto, you're already a key witness to us. At the very least you seem to have a lot of knowledge about this city." Scott summarized his own thoughts rather quickly.

"I know you're not stupid." Angel added in a hushed voice. "We've all been working on solving cases in this city, but if we pool our knowledge and work together, we all benefit."

"Jean's expression softened a little. "Please…" she begged in a compassionate voice. "I get the impression that our cases are connected, since all of these terrible things started happened after Magneto was sighted in Manhattan. There has to be some connection, and maybe you can help us find out what that is."

Spider-Man contemplated the situation to himself, silently wondering if she was right. Although he knew some things they might not, it was possible that the inverse was also true. Perhaps if they actually discussed both sides of the situation, they could use their own experiences and stories to fill in the blanks. Looking reluctant to answer them directly, he hesitated for a second but ultimately found himself at a loss for a proper answer. Strange as it sounded, he wasn't used to trusting other heroes on the battlefield, his past alliances with other superheroes having been short-lived and far between.

After a minute, the masked hero realized that his air intake had become shallow and wheezy, and allowed himself to breathe freely again. Peter Parker rested his pair of hands on the back of his head, looking slightly nervous by the scenario. "You know, the psychic makes a good point. I actually think that we might be able to help each other out here."

"That's great!" Cyclops added with a relieved expression.

"So does that mean you'll tell us what you know?" Jean piped up with a hopeful look.

"Whoa… You mutants really know how to jump the gun." Spider-Man began with a hidden frown, his ears detecting the police sirens in the distance. "I wouldn't mind helping you guys, but we're in the middle of gang territory and the cops are coming."

Scott shrugged in response. "What do you mean by that?"

The winged mutant stepped between them with a grimace. "It means that the crime lords will probably send people to look for us once they find out we were involved, and at the same time the cops don't appreciate vigilantes no matter how much they need our help."

Spider-Man inclined his head in thought. "Yup… by jumping into the fray and doing what they're too afraid to do, we make them look bad."

Jean Grey raised an eyebrow at her fellow heroes, looking conflicted by the complications. "So what do we do, then?"

The four heroes went over their options quietly, although Angel was the first to answer. "I don't know about you guys, but I built a secret bunker somewhere in this city underneath one of my family's buildings." He explained slowly. "I've been using it to store my costumes and installed a computer terminal to track criminal activity around the city, kind of like a hero's hideout."

"Sounds like a plan." Scott replied, the three mutants turning to see if the masked hero was willing to comply as well.

While they seemed to like the idea, Peter Parker took a moment to consider the situation. "Is the place hidden?" he asked the winged mutant.

Warren responded with a firm nod. "Well, that's usually what the word secret means… I doubt that anyone would even be able to find it unless I led them to the place myself. Even if someone managed to expose the entrance, only I know the pass code to open the bunker."

"How will I know where to find you guys?" Spider-Man inquired.

"Meet us at nine tonight on Fifth Avenue in Manhattan so we can put this case to rest. My family owns several galleries in that area which should narrow your search. Until then, we should split up and continue cleaning up this war." The winged mutant suggested to the others.

The web slinger seemed unsurprised. "That's pretty general, but I always had an eye for picking people out of crowds. If all else fails you can always rob a bank and I'll be bound to show up eventually." He answered sarcastically.

Turning on his heel, Spider-Man grappled away with a streamer of web, heading back towards Queens to check up on his family and friends. Out of the corner of his eye, he saw the mutants heading back towards Manhattan. He had expected as much after hearing the address of the arranged meeting place that Angel had prepared for them. Needless to say the winged mutant seemed much less afraid of his secret identity being discovered, although the recent encounter made it painstakingly clear that he had money.

Angel lived in Manhattan and mentioned that his family owned some of the galleries in the wealthiest parts of town. He obviously had some sway over the system or at least he possessed the sources to cover up any problems that could arise from his superhero activities. Sighing irritably, the wall crawler wished he could be so lucky as to have billions of dollars to his name and none of the constant financial troubles that seemed to plague his life.

Peter Parker lived his days as a bankrupt college student working at the Daily Bugle just to make ends meet. Having J. Jonah Jameson as a boss was living Hell most of the time, even though the editor didn't seem to be intentionally mean. To the old prickle puss, acting like an evil tyrant and screaming at other people for no apparent reason just seemed to come naturally. If this weren't bad enough, his Aunt May was barely able to afford the mortgage even with the money Peter gave her from the Bugle, but he couldn't bring himself to leave the elderly women alone when she had raised him and give him everything she could after his parents died.

Through all of the hardships His aptitude for science was all that could keep him from going crazy, and ironically had been the source of his spider powers to begin with. Not only did experimentation accidentally cause him to gain these miraculous abilities, but the fact that he also used his knowledge of chemicals and mechanics to make his webbing and shooters. Unlike most superheroes, it seemed as though he was forced to live a much more normal existence when not in costume. To a man like Peter Parker, life was never simple.

After several minutes of flying and running, the mutants had also escaped the crime scene and were now several miles away. Sitting in Warren's car, the trio decided it was better to bring a change of clothing and a less noticeable method of travel to add some anonymity to their escapes. They were heading back to Angel's loft for some well-deserved rest while dressed incognito once again, the winged mutant wearing a coat to hide his wings while the two X-Men had donned their civilian clothing.

Breathing a sigh of relief, Scott wrapped an arm around his girlfriend's shoulder and held her close in the back seat. "Maybe we should just rest for now, seeing how we won't last long out there otherwise."

Jean pushed back more deeply into the warmth of her boyfriend's body, her eyes closing in a tranquil manner. "You know, that actually sounds like a good idea. We'll meet Spider-Man tonight and maybe we'll be able to put these pesky mysteries to rest along with this gang war."

Warren Worthington was happy for his friends, although he deiced not to dampen the moment with the harsh realities of their current situation. He still felt bad for getting his friends involved in this mess, although since the cases they were working on were connected, he had felt a need to help them in any way he could. This had also caused complications, but having grown up with a father who disliked his mutancy, the winged man was glad to see that some people were willing to accept him and help him when he needed it most, even in hard times like these.

A sudden ringing noise disrupted his thoughts, the source of the noise being Jean's cell phone. The red-haired psychic reached for her phone, instinctively glancing at the number on the screen as she opened the face. It was one she knew, but it puzzled her as to why the person would be calling her at a time like this.

Placing the speaker to her ear, the female mutant answered with a friendly "Hello…" She spent several minutes talking before clicking the phone shut, an odd expression appearing on her face.

"Who was that?" Cyclops asked, giving her shoulder a gentle squeeze.

The psychic mutant looked bewildered when she answered. "It was Logan…"

Scott raised an eyebrow in surprise, looking equally surprised by this sudden revelation. "Really now… So what does he want from us?"

Jean shrugged. "I asked him but he says he can't reveal much on the phone. I don't know why, but Wolverine aid he was I the city doing a favor for an old friend, and he thinks there could be a connection between his mission and ours. Says he needs to talk to us as soon as possible…"

"Where is he now?" Angel quipped from the driver's seat.

"Logan called the professor and found out where we were staying, so my guess is that he's probably going to meet us at the hotel later on." She replied with a frown. "I hope nothing bad's happened to anyone."

"Me too…" her boyfriend replied in a hushed whisper. "The last thing we need right now is to deal with more trouble on top of everything we already have to deal with."

Several Hours Later

Hammerhead struggled forward through the doors of Silvermane's office, looking highly apprehensive at the thought of returning to base. Although victory had been at hand during the morning's battle, things had quickly gone down hill when Spider-Man showed up. Still no matter how angry he was for the failed mission, he had an odd feeling that the old man was going to take the recent loss much worse than he did. Pushing his hand against the wooden door, the flat-headed mobster carefully inched his way into the room to see the boss.

The room beyond was a large office with plush blue carpeting and a welcoming atmosphere, the walls lined with various plants growing out of exceptionally large vases, and a handful of expensive paintings. The far wall of the room was covered by the presence of a pristine wooden bookshelf, and the desk in front of it was made out of pure mahogany. There was a single window on the left wall overlooking the streets of Manhattan, but the villainous hit man was more concerned about the figure behind the desk.

Silvermane sat across from him with an emotionless expression, his hands folded calmly on the surface of his desk. "It's good to see you have returned." He began slowly, his elderly voice wheezing slightly. "I trust you've succeeded in securing the designated territory from Wilson Fisk's subordinates."

"Unfortunately it didn't go as well as we'd have thought." Hammerhead responded with a look of apology, the gangster's irritated expression putting him on his guard. "Despite all of his bragging, it turns out that metal-head's junk piles weren't as effective as he said."

The elderly man's glare deepened. "I was deeply concerned when Alistair Smythe told me you had called the mega slayers. Considering that all of my personnel were warned not to do so unless absolutely necessary, you had better have a good excuse for releasing the Maggia's secret weapons. This was done without my prior consent or authorization…"

"It ain't my fault, boss." He burst out angrily. "Our boys were winning until Spider-Man showed up with that Angel guy and two creeps I didn't recognize. It was them that trashed most of the robots."

Silvermane stood up with surprising agility for a man his age, looking deeply angered by this unfortunate turn of events. "Are telling me that there are more vigilantes in this city that we have yet to see?"

The hard-headed minion shrugged, looking concerned by this notion. "I wasn't sure what to think about it either, but didn't Tombstone also mention runnin' into a pair of costumed weirdoes last night in the red-light district?"

This assertion sparked an interest in the elderly crime lord, who sat back down behind his desk and began wondering whether or not this would be a problem for them. Even with help from his new alliances, the Kingpin's gangland forces had fought on par with his own, but the appearance of new heroes seemed t complicate matters further. Not once, but twice these previously unknown vigilantes had appeared on the scene and ruined his plans to seize the entirety of New York for his own criminal ambitions.

"Make ya wonder who these people are?" Hammerhead stated as if reading his employer's mind.

"True enough…" the elderly crime lord replied with a noticeable wince, is fist coming down on the top of his deck with aloud bump. "Nevertheless they will pay for meddling in this gang war, just like Spider-Man and anyone else out there who would be foolish enough to do the same."

"Just so you know, Leland Owlsky and his goons also complicated things. Mac Gargan was sent by the fat man to combat the threat, but we weren't expecting bird man to jump into the fight." The thuggish mobster shot back.

"The Owl has betrayed us?" Silvermane wheezed, looking even more concerned than before.

Hammerhead shrugged indifferently. "Yeah, but who really gives a damn about that ugly mug? I say good riddance to him."

The old man stepped forward from behind his deck, quickly seizing his minion by the throat with incredible speed. "Imbecile! He knew our plans for the city, which is how Wilson Fisk was prepared to counterattack. Not it makes sense why!"

"What the Hell is this?" the younger mobster reached up but was unable to pry his captor's grip loose.

He gasped slightly and struggled to free himself, silently wondering how it was possible that a frail man in his late eighties could have such strength and agility. The fossil of a man seemed oblivious to his struggling, which made little sense until his employer put him down. Reaching up to his suit collar, the elderly gangster gave his subordinate an evil smirk, his hand pulling away the silk of his jacket to reveal metallic plating underneath. Although he was still in shock from the sudden assault, he was even more surprised by this odd revelation and remained unsure of what was going on.

The flat-headed mobster's eyes widened in awe. "What are ya, some kinda robot?"

Silvermane shook his head, looking thoroughly amused. "I hope it never comes to that, but for now I have found a method to temporarily regain my former mobility." He pounded his chest, creating a small reverberating clang. "Using traces of Norman Osborn's technology, my tem of scientists finally complete this exoskeleton designed by Smythe."

"So the getup is basically a tin suit?" Hammerhead rationalized in a dim-witted fashion.

"Far more than that…" his employer replied, pulling off his jacket and gloves to reveal that the metal garment covered his entire upper body except for his head. "Able to be hidden under clothing, this robotic suit has made me more powerful than I ever was. It is bullet proof and enhances the user's physical strength and speed, exponentially."

"Not bad…" the flat-headed gangster replied carefully. "What's the next part of the plan now that we've got enough firepower to topple the big man?"

Silvermane seemed to ignore the thuggish enforcer for a moment as he retrieved his suit jacket from the floor, gently brushing his hands against the surface too smooth out the wrinkles in the expensive silk. He pulled his white gloves back on to hide he metallic exoskeleton from any prying eyes, having accidentally revealed his new strength to Hammerhead during his fit of rage. Despite the bad news, the completion of his secret weapon had brightened up the day so much that he was able to take it in stride, the anger only pulsing through his body for a brief moment.

The elderly patriarch of the Maggia straightened his tie with a confident smirk that had been absent since his youth. "Hammerhead, I need you to round up the other leaders and tell them that the final attack on Crime Central begins tonight. They may be surprised to learn that I will personally lead them during this strike."

"Sure thing, boss man." His minion replied with a small nod. "Once we've taken control of crime central, not even Spider-Man will be able to stop us."

"Which is why we must strike at the core of the Kingpin's criminal enterprise with everything we can muster… I have no doubt that this will be the final battle for control of the city, and to the victor go the spoils." he answered with a spark of malice.

The two men relaxed for a moment, but the sound of someone knocking at the door caught their attention. Without waiting for an answer, the visitor opened the door, revealing the pale face of Silvermane's top enforcer, Tombstone. The albino man stepped past his fellow underling without much notice before sitting in the chair across from their boss, his fists stained in what appeared to be dried blood from the battles he had just fought. Seizing control of the city from the enemy was difficult, and sometimes the violent hit man was forced to crack a few eggs with his bare hands in order to succeed.

"Hope you got a good reason for interrupting!" The hard-headed enforcer warned him.

"This don't concern you, flat face!" his fellow enforcer shot back in is gravelly rasp.

Hammerhead plunged his hand into his suit jacket in search of his pistol, the rivalry between the two hit men becoming more pronounced by the second. "I oughta put one right in between your eyes for that!"

"Go ahead and try… For all the good it will do." Tombstone replied challengingly, his confident expression mocking the other man's annoyance.

"Cease this stupidity and tell me why you're here!" The elderly crime lord barked, his eyes flashing dangerously. When they fell silent, he simply ignored the previous exchange between his lackeys and instead diverted his attention of the newcomer. "Explain, and you had better have a good reason for this intrusion."

Tombstone reclined slightly in the armchair, stretching backwards as if tired by the previous night's festivities. "I secured some of the big man's less minor territories last night." His expression soured a little. "I'm still real pissed that we lost the first sector to the authorities after those two guys chased us off."

"I am well aware of your failure in this regard, but since Hammerhead was also thwarted by unfamiliar heroes during his mission, I assume that there is more to this than meets the eye." The old man discerned.

"No kidding…" Tombstone replied casually, cracking his knuckles menacingly. "I don't much care how it goes, so long as I get to send a few folks to the morgue. The chase is always fun, but the best part of the hunt is the thrill you get from the kill."

Hammerhead remained indifferent to his mutterings about the job and asked what he had been wondering from the beginning. "While we're at it, tell me about those guys that ruined your mission last night."

"I would also like to know more about it." The elderly crime lord reinforced.

The pale-faced killer looked as though he had just been disturbed in the middle of something important, but a glance at his superior demanded an answer. "One of 'em was some super acrobat dressed up like Captain America, and the other guy could sprout claws from his hands able to rip through steel."

Silvermane thought for a moment before turning to the other man. "What about the two new costumed heroes that you witnessed."

His second henchman scratched his head. "Eh, didn't really get a goof look at the costumed freaks considering that I had my hands full at the time." He shrugged a shoulder before resuming his explanation. "I remember a guy that could shoot big laser beams out of his eyes, and a woman who could move stuff with her brain."

The old mobster fell silent for several minutes as he considered the options, his mind coming to a simple conclusion. "It sounds as though these abilities could be granted by science, although I am inclined to believe that they could also have been mutants."

"They're still a threat, either way." Hammerhead deduced out loud.

"I actually agree with the Hamster… Who cares about what kind of powers or how they got 'em!" Tombstone replied with a shrug. He stood up and headed to the door, stopping at the threshold. "No matter who they are, I'll make sure they pay the price for messing with the Maggia. Just give me the word, and these guys are history!"

Hammerhead placed a hand on his shoulder, turning him around so that they were facing each other. "Now just hold on a minute. The boss is planning on attacking the fat man's base of operations, and he hasn't given us the orders yet!"

The pale-faced enforcer turned around to receive a nod from their leader. "You are needed here until we can begin the attack tonight." The old man voiced, making the point very clear.

As Silvio Manfretti approached them again, Tombstone noticing his lack of a cane for the first time that day. The albino mob killer wondered what was going on, but simply ignored it for now. It was still odd for him considering that he had never seen the old fossil move with any fluidity due to his advanced age. Being a frail mob boss in his late eighties, Silvermane was far from his prime and rarely ever left headquarters to do anything in the field. He simply lacked the ability to do so anymore.

The elderly criminal settled behind his desk and began fussing with the papers as he usually did. Raising his arm up, he gestured towards the door. "You two are both dismissed for now… Leave me." He ordered.

The two left without any argument, leaving their boss alone with his thoughts once again. He at for several minutes, silently going over the details of his plan, while believing that either way, things were only bound to get better from this point on. HYDRA had promised him an excellent opportunity in exchange for taking down his arch nemesis, and at the same time he had conveniently received help from Norman Osborn. It turned out that the fool had been desperate enough to take a loan from the Kingpin while believing that he could somehow satisfy the requirements without taking a loss.

Osborn had come to the Maggia, and they had accepted his bargain in order to turn Osborn's misfortune into his own strength. After all, a legendary gangster like Silvermane only made alliances to increases his own influence. These thoughts reminded him of when he was jus starting out as a big player in the criminal underworld. As he pondered the days of his youth, the old man realized that now would finally be able to rebuild is criminal empire, and destroy the Kingpin's in the process.

Meanwhile

Jean sat across from her boyfriend as they took the opportunity to take some well-deserved rest from fighting crime. Ever since they had come to New York it had been one chaotic mess after another, and now here they were sitting in their hotel room with Warren. It was about noon time and the air was tense as they waited for Logan to show up. He had agreed to meet them here on the phone, which was he reason why Angel had agreed to stick around, but they were all hoping that he would show up before it was time to see Spider-Man later on. The enigmatic web slinger was much harder to get a hold of, and they couldn't pass up the chance to hear his end of the story either.

Warren sat on the couch flipping through several news channels, paying specific attention in case any new developments on the gang war happened to appear during the program. So far it seemed as though the news stations had only turned up the obvious, making what little the police were willing to share with the reporters, rather inconsequential to those who had actually been present during the battles. Nevertheless, he continued to search for any small tidbit that might help them piece together the cause of this current situation.

Bothered by the awkward silence, Scott began rubbing the back of his neck with an uneasy expression. "I mean we're already in a major mess with this gang war, not to mention that we still have no idea what Magneto was doing in New York."

"That's the reason why Warren arranged that meeting with Spider-Man tonight, in case he knows something that could help us. Until something new comes up that we can use, I don't see anything more the X-Men can do. Just wait until Wolverine shows up, and then we'll decide what to do next." Jean explained with a weary sigh.

"Speaking of which, what do you think Logan needs us for?" Cyclops asked.

His girlfriend paused again as she thought about his question. Despite having been the person to talk to him on the phone, she realized now how little he had actually said that morning. It seemed a little unlike him to beat around the bush like that, but there were times in the past when the feral mutant had left the X-Men for short periods of time, usually involving the government organization, SHIELD. Nick Fury was an old acquaintance of Wolverine and occasionally asked him for favors which didn't involve the Xavier Institute. Now that she was considering the possibility, it seemed to fit what he had said to her during their brief conversation.

"Do you think it has something to do with SHIELD again?" She voiced her thoughts out loud.

Her boyfriend contemplated for a second before giving his answer. "You know, since Wolverine knows the man in charge, he might have been talking about a mission for SHIELD on the phone. He did say he was doing a favor for an old friend, right?"

Jean nodded slowly. "Yeah… He did." She paused again to take a breath. "It's not much to go off of, but Logan doesn't usually stick his neck out for anyone else except for the professor. Whatever he's up to might have something to do with the mob violence escalating all over the city."

"Naturally he saw fit to give us the head's up." Scott surmised to himself before looking up at his partner, but before he could continue, a loud knock caught their attention. "Speak of the devil…" he added.

Without warning, the door was pushed open, revealing the feral mutant's familiar face. They were naturally unsurprised by his lack of waiting for them to answer the door, but the man standing behind him caught their attention quickly. A tall figure with handsome features and blonde hair followed Wolverine into the hotel suite, his square jaw, broad shoulders, and strong muscular features reminding them of a stereotypical soldier, much like the ones they had seen in historical photographs.

Despite their confused expressions, Logan approached his teammates and seemed to ignore the winged man on the sofa. "In the crappy city, you guys should really consider locking the door." He commented bluntly.

Cyclops stood up aggressively, his previous curiosity surfacing. "We would all appreciate it if you would explain what this meeting is about? The rest of us were still working on our case when you told us to meet you here."

Wolverine growled challengingly, although he calmed down after a moment's pause. "Yeah, sorry about that…" the older mutant relaxed his arms. "As it turns out, my own mission didn't turn out so well, but something told me that you guys might know something that could help me get it done."

"This has something to do with SHIELD, doesn't it?" Jean added with an accusatory note.

Angel looked on with a slight interest, having turned off the television in favor of watching the feral mutant deal with his teammates. He had never really spent that much time with Wolverine during his brief alliances with the X-Men in the past, but from these brief meetings he had always received the impression that the aptly named mutant was grumpy and slightly volatile. He chose not to interrupt the awkward moment, instead diverting his gaze to the other newcomer, who for some odd reason seemed vaguely familiar, almost as if he had seen a picture of the man somewhere before.

"Yeah, I suppose it does…" Logan finally answered looking a little bit respectful of the psychic's display of wit. "There was something that only I could do, and Fury didn't really have any other choice but to give me the job."

"Maybe he wouldn't like it, but I would really like it if you gave us more details?" Cyclops added hopefully.

Jean nodded firmly in agreement. "It might sound like we're prying, but we can't really do much unless you tell us what's going on."

"It ain't all that simple, but there's a reason why I figured you guys might be interested." The former Weapon X began maddeningly. He took a seat across from his former students at the table, but the stares directly at his war buddy made it clear he had yet to introduce him. "Oh yeah, guess I should introduce you guys to my partner."

"That would be nice." Angel commentated from his seat on the couch.

Wolverine just seemed to acknowledge the winged mutant for the first time, having purposely ignored him earlier. "Yeah, I was just getting to that." he answered with a sigh.

Tired of being ignored, Captain America stepped forward so that he was standing behind his old friend. "I'm Steve Rogers, an agent of SHIELD." he replied with a pleasant smile.

Since he was already standing, Cyclops reciprocated the polite gesture and shook the patriot's hand. "It's good to meet you. I'm Scott Summers and my friends are Jean Grey and Warren Worthington." He explained, the other mutants giving the newcomer a small wave as they're names were said aloud.

"It's my pleasure." The super soldier replied, shifting his gaze from one person to the next as he acknowledged their presence.

"Steve Rogers is an old friend of mine from World War II who helped me free refugees from the death camps in Europe." Logan interjected bluntly.

A shadow of amusement flashed across the feral mutant's face as he took in their reactions. The trio of mutants looked a little bit confused by the idea, although it probably would have been more interesting if they weren't mutants. Everyone looked surprised, although considering the group had seen their share of strange things, the idea that a man who looked as though he were still in his prime fought in World War II, didn't shock them like it would most people. His partner seemed a little concerned that Logan had blurted out the truth like that, but didn't say anything to deny it.

"You look, very good for your age…" Jean Grey added with an awkward smile, quietly observing the blonde man for signs of age again. "I don't mean to be rude, but would I be correct to assume that you're not an ordinary human."

Having taken the super soldier formula in his youth, the incognito hero shrugged. "I guess you could say that, but it really has nothing to do with why I still appear young."

"Care to explain?" Scott added in, looking between the former Weapon X and his war buddy for the answer.

The former Weapon X mutant was never the most patient guy when it came time to explaining things, but since his friend seemed unsure of whether to say more without Fury's direct consent, he figured it was probably best if he did it. It wasn't as if SHIELD would ever need to know what happened in this room, but since his buddy was allowed to use his old costume in battle, they probably intended for the truth to come out at some point. Plus if all else failed he could take the blame for his friend later on.

Wolverine groaned with an exasperated expression, although his expression became calmer as he prepared to explain, almost proud. "You kids ever heard the stories of Captain America from World War II?"

"Everyone knows the stories of the legendary super soldier who fought against the Axis Powers during the war!" Jean replied, her hand casually tucking a red stand of hair behind her ear. "It's one of the things they teach in history classes in this country. I mean, they even built a memorial for him in this city."

"Where are you going with this story?" Scott added, his eyes moving towards the stranger as if he had his suspicions already.

"Meet Captain America…" Wolverine gestured to his old friend, who seemed uncertain of how to react to the reintroduction.

After what felt like one of the longest minutes of their lives, Jean blinked twice with a look of disbelief. "I don't see a reason why you would lie, but Captain America supposedly died years ago during the war."

"Every history book says that he and Bucky were killed in action all those years ago." Her boyfriend retorted with a similar look.

"Don't believe everything you hear in school, and try taking it from someone who was there when it happened." Logan replied, looking uncharacteristically calm.

Warren stood up and approached his friends, looking rather unfazed by this sudden revelation. "I believe him…" The others turned to face him, but he resumed his explanation quickly to prevent them from interrupting. "When I was in college, I studied Captain America's feats in a history class. My professor showed me several articles about his supposed death, but the official reports that I found through my family's connections completely refuted this claim. According the military files we discovered, he vanished after the war was over."

Cyclops's eyes widened behind his ruby-quartz glasses, settling on the super soldier again. "I don't believe it… the living legend himself…"

"All right…" Jean began with pronounced interest, her own reaction very similar to her boyfriend's. "The question now is what exactly happened to him after war?"

At this the captain exchanged glances with Wolverine, who seemed to understand immediately what he was thinking. Honestly the feral mutant was never keen on sharing what happened afterwards, and merely shook his head. "Nah, that much is top secret. Pretty much no one else knows, and I'm not about to squeal."

"Well if you're not going to explain, then maybe we should just get down to business." Angel took the remaining seat at the table.

Captain American nodded before glancing at his partner. "I agree completely, but we should begin with what we learned last night."

"First start with your mission." Jean interjected, trying to bring some sense of order back to the meeting now that they had accepted the truth about their new guest. When the others moved their focus to her, she continued. "What exactly id SHIELD send you here to do?"

Wolverine sat back in his seat, pushing the front legs off the ground slightly as he contemplated on how to sum up the facts quickly. "Well…" he began slowly. "It started when Fury came to me with the job, saying that no one else could do it but me. As it turns out, they needed me to track down a master of disguise named the Chameleon using a sample of his clothing as the scent."

"How did that go?" Cyclops questioned knowing the full well what the answer would be.

"Like crap!" the feral mutant snapped, looking as though he had just been slapped.

Captain America tried to rationalize the situation for them. "It turned out that he was in disguise when we found him, seeing how there was no one matching the picture we were given of the suspect." He swallowed the lump in his throat and continued. "As it turns out, the bad guy was involved in some kind of mob dispute, and we stumbled in without thinking."

His war buddy shrugged again. "We beat down those punks, but the Chameleon's scent was long gone. Then some pale-faced freak wearing a cheap suit called out an army of killer robots and we were forced to fight for our lives." His expression hardened angrily as he remembered the next part. "Some guy in red pajamas came swinging in like Tarzan and helped us stop the machines."

A dawning realization came to Scott as if he had been splashed with freezing water. "Wait a minute… Did this man wear a mask and stick to objects like a spider?"

"Yeah, and he had a big mouth to boot." Wolverine asked with an irritated look. "Why, you know the kid?"

"He's a hero in this city like me, so I've worked with him before out of convenience. Out of every costumed crime fighter in New York, Spider-Man is probably the most famous." Angel explained calmly. "The boy gets his picture in the Daily Bugle almost every week, seeing how he pretty much has his own photographer."

"He does…" Cyclops added, looking a little surprised.

Jean tapped his shoulder, shaking her head when he turned to see her. "I think we're beginning to lose the point." She chastised the others. "I want to know what happened after you guys were finished fighting?"

To everyone's surprise, Captain America answered. "Spider-Man saved our lives, so I figured that we could ask him about the villain we were searching for. He told us that there was some kind of war going on between several crime lords in New York, and that we had just involved ourselves by rushing the way we did."

Logan folded his arms and slouched in his seat. "He also said that the Chameleon joined up with the same guy that captured me and tried to sell X-23 to HYDRA before this mess began. The fact that the Kingpin was involved got my attention."

"In the meantime, we've been helping Angel to stop this gang war." Jean added with a frown.

"Didn't Chuck tell you to track down Magneto?" their former teacher asked. "What're you doing sticking your nose into this mess?"

"Due to his connection with HYDRA, we think the Kingpin's recent activities might have some kind of connection." She rationalized.

"Spider-Man said that the Kingpin's men captured the man you were talking about after he attempted to rob a museum?" Captain America interrupted.

"What!" the two younger X-Men shouted in unison.

The group looked surprised by this piece of information, although it seemed to connect their respective missions, it made the puzzle even more confusing than before. The three X-Men and Angel sat in thought as they tried to figure out how Magneto could be involved in these gang wars, but when nothing came to mind they exchanged confuse glances at one another. Captain America was particularly stumped considering he wasn't even acquainted with the magnetic mutant himself, but he still hoped that what he said had been helpful to them.

Jean Grey let out a held breath before resuming the discussion. "Are you saying the Kingpin's henchmen might have purposely targeted Magneto?"

"Maybe it has something to do with what he was stealing." Angel remembered the time he had encountered the villain at his own gallery along with Mesmero several months ago. "If I read the story in the newspaper correctly, the museum was a joint project between Fisk Enterprises and Stark Industries. The big man was definitely involved somehow…"

"Don't ask me, bub." Wolverine replied with a frustrated shrug. "There's not much for him to gain by shaking down the old man, although if I could get my hands on that spider twerp long enough to slash the truth out of him, maybe we could find out what's really going on."

"That might not be a problem." Cyclops piped up, looking more optimistic than before.

Steve Rogers leaned forward slightly. "How would that be so?"

"The three of us ran into Spider-Man earlier today while breaking up another gang attack in downtown New York." Jean Grey began. "We had the same idea that Logan did, and after some convincing, the web slinger caved and said he would meet us tonight to see if we can't help each other out."

"I arranged for him to meet us at a secure location to avoid prying eyes." Angel remarked.

Wolverine answered with a bitter scowl, having hated the masked hero's constant stream of sarcasm. "Who knows? Maybe the brat might be good for something." He paused for a second to contemplate the idea. "Might as well go with you guys tonight to see what he knows. It might help me get out of this city faster."

The super soldier standing behind him looked uneasy for an entirely different reason. "I get the impression that he wears the mask for a reason. What makes you think that this man will even show up?"

Warren Worthington sighed in response to his question, looking equally concerned by this fact. "We'll just have to see tonight, because right now, it's the only lead we've got…"

Note to Readers: Phew… This chapter was pretty long, but I'm trying to end this story arc. Sorry for any typos, or mistakes in spelling or grammar, but as usually I do most of my writing late at night. Once the gang war is over and we're out of New York, the story's tone and the characters who get the spotlight will change drastically. We've seen more of the New York Crime Cartel so far, but later on the villains will mostly be Magneto and HYDRA.

I also plan on leaving hints for the **SEQUEL **to this story at the end of the gang war story arc. Norman Osborn probably won't do much more after this arc, but I can almost guarantee that comic fans will or would love the scene I plan to include with him in it after the gang wars are finally over. It'll be short, but indicative of what's to come for the next story. Tony Stark will play a further role in that story, even though he is only mentioned and shown briefly in this one.

Please **REVIEW**… I'm at a major all-time low for support at this point. Please tell me what you like about the story, or any ideas you may have that could help. I received only one review last chapter, but it was greatly appreciated. Thanks Quill N. Inque, you have no idea how much it means!


	22. Chapter 22

**Chapter 22: The Hammer Descends **

Disclaimer: I do not own any Marvel Characters or Logos.

Now late afternoon, Angel had gone ahead in costume to await the arrival of his friends at the meeting place he had specified during their earlier encounter. Although he had made sure given the others instructions on how to approach without being seen or attracting unwanted attention from the citizens of New York, Warren still saw the necessity of waiting in plain sight. Acting like a hero on patrol, he circled the skies around the general area, pretending that he was just a vigilante searching for criminal activity. It was easy to be conspicuous so that Spider-Man would be able to find them, but at the same time the flying hero had to be casual enough to avoid unwarranted violence from potential enemies.

It had been several hours since the gathering in Jean and Scott's hotel room, and the X-Men were walking towards the specified meeting place that their benefactor had created. The foursome had departed in team of two to avoid attracting any attention as a group. Naturally the mutant couple had been paired together for this commute, while Captain America had left with his war buddy. The two teams had traveled to different locations in case their activities attracted attention from the Maggia, before flagging down a pair of cabs to bring them to Fifth Avenue.

Several minutes passed as Warren glided over through the skies, the orange-painted twilight sky filling him with a sense of tranquility. The feeling of freedom filled his body as the wind graced his wings. It reminded him of the first time he had spread his wings and took flight, fearing his father's reaction to his mutancy, but one night he threw caution to the wind and decided to try. It had been an unbelievable feeling that he had never before experienced as a child growing up in a prestigious family, where he acted a certain way in public and was constantly groomed to one day take over the family's fortune.

As these thought floated through his mind, the young heir couldn't help but smile. Although there were many times when his powers made him feel like a freak, flying always made his troubles disappear. Unaware of his surroundings, he spaced out and enjoyed the moment, but the world came back into focus as a red and blue clad figure swung across his path from a nearby building. The winged mutant stopped to avoid a collision with his fellow hero as the masked man danged between the surrounding skyscrapers, an odd silence following the initial encounter.

Spider-Man was the first to recover. "Gee… I thought you said we were going to a secure location. It's hard to keep the meeting place a secret with you flying around the area like an old buzzard looking for a carcass to nibble."

Angel rolled his eyes at the other man's sarcasm, his wings beating gently to maintain altitude. "I just needed to make sure that you saw me. I wasn't particularly worried, considering this area of town is relatively peaceful."

The masked vigilante cocked his head to the side. "Would I be right to assume that the others are already waiting for us to show up?"

Warren Worthington had given his friends more specific instructions along with the pass codes to the secret location, so that they could find it without his help. Spider-Man had been a more complicated case, considering that it had take a little convincing to arrange this meeting, and due to the vigilante's enigmatic nature, Angel had decided to personally escort him to the hideout. He wasn't even sure if the masked man would show up anyway, and even if he did it wasn't wise to give him complete instructions in the middle of the street where they could be overheard.

"If everything went my friends should be there already or at least heading in that direction as we speak." Angel replied tactfully. "I was able to give them the information earlier, so there shouldn't be a problem.

"All right then… Lead the way." Spider-Man gestured forward expectantly, quietly laughing at the irony when his ally flew in the opposite direction.

The arachnid easily kept up with his flying counterpart with his webbing. They might have looked strange, jumping a flying through the air, but in New York it was considered normal to see a hero out on patrol, especially during hard times such as these. The gang war had the police department's entire force working just to rescue victims and bystanders, while a handful of heroes had been seen jumping around rooftops and grappling over the cars in the streets. Even if being seen by bystanders was a problem, the sun was beginning to sink beneath the horizon, meaning that the shadows of night would soon cover their movements.

Despite being in mid-air, Peter Parker decided to start a conversation. "So flyboy, are we almost there?"

Angel pointed directly ahead. "Land in the alley near that building and I'll handle the rest."

Spider-Man looked in the general direction, his eyes instantly catching sight of a large skyscraper that easily towered over the other buildings in the general vicinity. He guessed that the winged hero was wealthy if his family owned this particular establishment, but he saw little reason to pry. Looking into the records he could probably find out who owned the building and thus discern Angel's identity, but right now he didn't figure it would be necessary. It didn't seem that the flying hero cared as much as he did about hiding his identity, so either way this wasn't a need for concern.

Angel retracted his wings towards his body and landed in the darkened alley between the buildings, his accomplice touching down nearby as he lowered himself from above with a strand of webbing and dropped to the ground. Standing up from his crouched position, the arachnid glanced through the shadows in search of any type of passage or opening, his eyes settling on his fellow hero when he couldn't find the entrance for himself.

"Okay, I'm stumped?" he asked, sniffing the garbage scented air as he glanced around the empty space. "Did you hide some kind of secret button in the trash can, or should I assume your friends have some kind of power that can teleport us inside?"

"Shut up!" the winged hero placed a finger to his lips for a second, as if hushing a child. "I don't want anyone else to see."

Spider-Man raised his hands defensively. "Geez, I was just kidding around. Can't you people take a joke?"

Warren ignored him for the moment as he looked towards both entrances to the alley, and also above their heads in case someone was nearby. Once he was certain that they were alone, he slid his hands against the wall of his family's building, his hand settling on a random brick. Exerting just a minimal amount of force, he managed to push the block in just enough to activate it. Angel repeated this process with two more bricks in different places, pressing them in a particular order. With a faint groan, a section of the nearby wall slide aside to reveal a doorway that had been concealed underneath.

The building's proprietor approach the door, putting his back to the arachnid to hide the number panel as he punched in proper sequence of numbers in. Once the process was complete, he unsealed the door and entered the passage, his guest following along with an awkward expression as both the door and the portion of wall slid shut behind them. The area beyond was dark, but a few steps in the right direction quickly alerted Spider-Man to the fact that they were in a stairwell, his foot causing him to trip as he hit the edge.

"Watch your step." Angel warned a little late, earning him a look of disdain from the other hero.

"Woops… Sorry about that." Peter Parker exclaimed.

Using his spider powers to prevent a rather nasty fall, Peter Parker righted himself and followed safely down the stairs. They stepped into the darkened hallway beyond, walking around the bend and up to the door at the end of the passage. His host reached up and opened the door at he end of the hallway, revealing a large room beyond. At the head of the room was a large computer terminal with enhanced abilities and several complicated controls. A large map of the city was displayed on the main screen, several sections glowing to indicate criminal activity. The masked hero guessed that it was probably connected with the police department's computers and several information databases.

The room also contained a simple table and chairs, along with a couch, most of which were occupied by costumed heroes. Spider-Man instantly recognized the two mutants he had worked with periodically for the last few days as Cyclops and Jean. He quickly caught sight of the room's other occupants consisting of a grumpy-looking stranger and a man dressed like Captain America. Although it took him a second, the web slinger realized that the other two people were the same men he had the met the previous night during the fight with the mammoth-sized guardian slayer. Wolverine looked up with a distasteful expression, although he didn't comment.

"What's what the look, wolfie? You look like you a bug just crawled up your nose." Spider-Man commented.

The feral mutant gave him a small glare, although nothing became of the spat. Jean waved politely from her place on the couch, although she and Scott had noticed the tension and aid nothing. Captain America moved between them, effectively making the same gesture he had done during their previous encounter to prevent any problems from developing between the two. The patriotic hero saw no major reason as to why they seemed to dislike each other and was more than willing to play peacekeeper so long as they were working together.

He stepped forward to greet the masked man, holding his hand out kindly. "I don't believe we were properly introduced last time. I'm Steve Rogers." He paused before casually adding. "Most people call me as Captain America."

An awkward silence fell as Peter Parker gathered up what he had said. "You can't be serious." He answered with a note of disbelief. "The real Captain America died during the war, which ended over fifty years ago! The entire world knows this!"

"The rest of the world doesn't know crap, and neither do you, bub!" Wolverine raised his head to reveal a deathly serious expression. "This guy's the real deal."

Spider-Man glanced around the room, his incredulous expression hidden by the mask. "Even if he were alive, the man would be in his nineties by now. That's not even possible."

"Oh, it isn't?" Jean Grey stood up from with a challenging expression. "Strange how this is coming from a man who can stick to walls walk up the side of buildings."

The arachnid froze for a moment, thinking about the possibilities before he realized that there really were no major limitations in the world of science. Whether he wanted to believe it or not, Peter Parker realized that what the psychic mutant said to him was entirely true. After being bitten by that spider years ago, he had done things that most other people would find impossible, and as a science student, he had always been taught to seek new heights in his field of study. In a world where several people around the world had developed superhuman capabilities, anything was possible. The question was, how could the famous World War II hero have survived into the modern age looking as he did in the war photos.

Without giving the topic too much though, he decided to ask. "So cap… How exactly are you still alive after all this time? All the history books I've read say you died like Bucky during the war. Is your little buddy alive too?"

"No, he is dead…" The blue-clad hero froze for a moment as he remembered his sidekick's demise, but he quickly began thinking of ways to answer the other questions.

Surprisingly, his war buddy answered for him. "All you have to know is that he never died. What exactly happened after that is classified information. If we told you, we'd have to kill you." He stepped forward with a thorny expression. "To be honest, I'd be just fine with that."

Spider-Man squared up to his adversary. "You could try."

"You're not even worth the trouble. Wolverine replied, his arms relaxing as he leaned against the wall again. "Just watch your mouth, kid… One day you're gonna harass the wrong guy and end up dead."

"Gee, you people really can't take a joke." The masked hero shrugged off the advice, having heard it many times before.

The group fell silent as they saw the small exchange, but from his posture and expression, it didn't actually seem as though Logan had any real interest in fighting the masked vigilante right now. This was a relief to the others, although they were also somewhat wary of the arachnid. No one doubted he was just as much of a hero as they were, but they saw him as being somewhat goofy and unprofessional. From the way he glanced around at his fellow heroes, it seemed as though he knew what they were thinking.

Spider-Man himself found the concept almost ironic, seeing how he was completely the opposite when out of costume. As Peter Parker, the web slinger was actually very polite if not stubborn, although he knew how to keep his tongue in check. Spider-Man shrugged inwardly as he rationalized this, seeing how it was easier to act like a wise guy when people couldn't see your face. Plus he also used the insults and sarcasm to throw enemies off during the middle of a fight, a strategy that worked very well on extremely proud villains like Doc Ock and short-tempered ones like the Scorpion.

Angel broke the awkward calm as he sat down, the noise made by his chair catching the attention of his allies. He took advantage of this and decided it was best to take advantage of it. "We came here to discuss the mystery behind these strange occurrences in New York." He eyed each of his guests carefully before continuing. "I suggest we ignore the pleasantries, or lack thereof, and get down to business."

Jean sat back down beside her boyfriend, before voicing her agreement. "He's absolutely right."

"If some of us took things more seriously, we wouldn't have gotten off on the wrong foot." Logan added casually, his eyes moving instinctively towards the wall crawler.

Spider-Man took a step forward, although the blue-clad captain blocked him with his arm. "Pardon the fact that I forget their manners, but it's not easy when you're trying to rationalize with a wild beast."

Logan's previous calm demeanor slowly melted away again, his lips curling to reveal his animalistic canines. "Don't push me, bub…" he growled irritably.

Steve Rogers stood up a little straighter, placing his body firmly between them. "We all came here for different reasons, but the time has come for us to put aside petty differences for the greater good. Most of us use our abilities to protect the lives of innocent people, and I hope that none of you will ever forget that."

The air thickened with tension, but eventually the sentiment seemed to sink in. "The cap always made the sappiest speeches." Wolverine ran a hand through his messy hair, groaning in stubborn acceptance as he turned to face his old friend. "As much as I hate to admit it, you always made a lot of sense."

Captain America responded with a nostalgic smile. "During the war I was usually partnered with hot-blooded fools like you. I had to be the rational one, because neither of us would be alive right now if I hadn't."

"You got that right…" The feral mutant answered, noting to himself that his friend truthfully left his young protégé out of the list of survivors. Turning to face the arachnid, he let out a small groan before reluctantly extending his hand. "Truce…"

Spider-Man shook his hand almost immediately. "There's no point in fighting now, anyway."

It was a normal handshake, although anyone who knew Logan personally would probably scoff at the idea that he was a gentleman. On the other hand, Peter wasn't usually the type for formalities himself. They broke the handshake extremely quickly, but the two heroes seemed to come to an understanding at this moment. They were exact opposites in more ways than either would ever know, but both men shared a sense of stubbornness and conviction when they became involved in the superhero business.

"Well now that we've settled that dispute, maybe we can get down to topic of this meeting." Warren calmly called the meeting back to order in an attempt to remind the others of why they had gathered in the first place.

The others did not join him at the table, although they seemed much more civil than before. Now that the tension between Spider-Man and Wolverine had been put to rest, the others felt like they could speak feely without inciting another disagreement. The X-Men waited calmly for someone to contribute further, although everyone seemed interested in hearing what the others had to say. Captain America shifted uneasily in response to the rekindled silence, while his disagreeable friend seemed keen not to say anything.

Jean waved her hand to get the group's attention. "I believe Logan should start, seeing how he was the first member of the X-Men to arrive in New York."

When the group's focus shifted to Wolverine, he sighed at the inconvenience, but decided to cooperate. Ignoring their expectant stares, he slowly began the story of his adventures in the surrounding woods. "It started when Charles Xavier, the founder of our little mutant group, discovered a possible recruit in this general area."

"Nick Fury told me that you work at a school for the gifted. Would I be correct to assume that you were trying to find renegade mutants for the institution?" Captain America questioned.

"I just said that?" Logan rested his eyes for a second as he tried to find a way to plot his story without mention X-23 by name. Even though he trusted the captain with his life, the war veteran had officially joined up with SHIELD, and this would avoid complications. "Anyway… Before I could find her, an old friend popped up, scrapped my bike, and tried to kill me."

Scott looked up with renewed interest. "So you ran into Sabertooth?"

"Why didn't you tell Professor Xavier what happened right away?" Jean questioned fiercely. "If you had told that one of the Acolytes was in the area ahead of time, we might have been able to find Magneto before he was able to cause any trouble."

"Well pardon me for thinking that survival was more important." Wolverine answered with a grimace. When the others did not interrupt again, he resumed the discussion. "So anyway… I ran into the girl shortly after ridding myself of the pussycat. She didn't want to join up, but before we could discuss it, some freak with mechanical arms showed up with an army of robots."

It was Spider-Man's turn to look surprised. "By any chance, was this man wearing dark glasses and a green jumpsuit? Did he spend half his time lecturing you guys?"

The former Weapon X actually looked up with a note of interest. "I take it you know this guy?"

"Yeah, he's one of the most persistent madmen I've ever met. He commits felonies in the name of science, believing that research is the perfect rationale for every life he destroys, and every object he steals." Peter Parker explained this with a note of disgust, having the utmost respect for science himself.

Cyclops folded his hands in his lap. "He sounds like a jerk, but what's this guy's name?"

The feral mutant scratched behind his ear, ultimately responding with a shrug. "He called himself Mr. Octopus, or something stupid like that. I don't quite remember what his real name was, but after listening to his endless ranting, I was itching to rip out his throat."

"His real name is Doctor Otto Octavius." Their host added in, having been all too familiar with the multi-armed villain.

Wolverine seemed not to care much either way, and managed to get everyone's focus back by clearing his throat. "As I was trying to say earlier, Octavius somehow managed to catch both of us, and we woke up in a laboratory where the fat man tried to sell us off to some other criminals." He purposely left out the explicit mention of HYDRA.

Spider-Man quickly made the connection. "I heard that Doc Ock had escaped prison and was taking odd jobs to fund his research, but I never imagined he would end up becoming the Kingpin's lackey."

"Then what happened?" Jean asked her former teacher, her words cutting through the masked man's babble.

The feral mutant cracked his knuckles with disinterest. "I'm surprised you would ask considering that you guys rescued us and we went back to the Xavier Institute shortly after. After hearing that Magneto was sighted in the local area, you guys were sent to New York with Gambit to investigate."

Cyclops looked puzzled. "Speaking of which, he never did meet up with us like he promised."

"I knew he couldn't be trusted." Wolverine scowled in annoyance.

"Well he did help us save you from the Kingpin's lair, so I can't say he's entirely unreliable, and neither can you." the female psychic defended their new member as best she could.

Their former teacher still looked unconvinced. "Never said he was evil, but that human bomb was always a shifty little snot. I still haven't forgotten that nasty incident a few months back when he turned up in Bayville one morning and snatched Rogue right out from under us."

"Maybe he was got himself involved in the gang wars." Jean suggested with a hint of worry.

He boyfriend gave her a downcast expression. "You're free to think whatever you want, but Logan still has a point. We need all the help we can get, and he hasn't contacted us since we were told to come to the city."

"That's exactly what I was thinking." Logan growled irritably, looking somewhat satisfied with his explanation.

Captain America tapped him on the shoulder, quickly drawing eyes onto himself. "I understand that the affairs of your team may factor into this discussion, but how does this relate to the mystery surrounding the chaos in New York."

The three mutants froze as they realized the feeling of alienation they had created by talking solely about the affairs of their own team. Looking back, the trio of X-Men met the puzzled expressions of their allies. Angel probably understood most of it, while Spider-Man was looking over their shoulders at the opposite wall. No matter what the case, Captain America's advice had made sense, and it seemed as though the mutants had briefly broken off into their own debate while discussing the overall situation.

"Sorry about that…" Jean replied with an apologetic look. "Considering the rest of you already know what happened next with us, maybe the rest of you should try and explain your end of the story. Maybe it can provide some keen insight for those of us who don't live in the city."

Spider-Man nodded in agreement. "I'll be happy to share some of my findings, but I expect you guys to answer my questions to the best of your ability. There are still a few things that I don't know much about, and maybe someone here can help me out."

"Some stuff is on a need to know basis." Wolverine stated bluntly, trying to keep his meaning as clear as possible.

Although the arachnid looked as though he were about to retort, Cyclops quickly interrupted before he could. "What my friend meant to say, was that we might not be able to tell you every detail, but we can still do our best to answer any questions you might have."

Peter Parker considered his allies for a moment, quietly wondering if he had made the right choice to show up here at all. The feral mutant wasn't the most pleasant guy, but the masked hero understood that everyone was a trustworthy hero. He seemed slightly disappointed by the idea that the mutants might purpose hide things from him, but after a few seconds of consideration, he decided to go through with it anyway. Thinking quickly about his relevant experiences, the arachnid figured that the best place to start would probably be his first encounter with Magneto.

"This mess began for me that night your buddy showed up to rob a museum in Manhattan. If you read the newspapers, then you probably already know that the man stole a gemstone from one of the cases and escaped. Needless to say, Magneto and his goons got in some lucky shots, and the next thing I knew they were gone." Spider-Man explained with a hidden frown.

"More like he kicked your butt, and then lost interest." Logan added bluntly.

The masked hero turned on him again. "He was a lot tougher than I thought, and I also had my hands full with his henchmen."

Jean leaned forward with a look of anticipation. "Maybe you should tell us more about these people. What kind of abilities did they have?"

"One creep carried around a pair of flamethrowers on his back and had a really bad Australian accent. There was also another guy whose face was wrapped in red cloth." Spider-Man scratched his head confusedly. "I managed to subdue the first guy, but his buddy was a lot harder to read. He carried around a pair of freaky glowing whips, although I don't know what kind of powers he had."

Scott pondered this for a moment. "That fire bug was definitely Pyro, though I don't think any of us have ever met the other." He looked around at his fellow X-Men. "You guys know who the other bad guy was?"

"I've never meant someone like that either." Angel shook his head disappointedly.

The mutants exchanged glances again as the thought of Magneto's team of Acolytes returned. It was obvious that the mutant supremacist had followers, but they weren't familiar with one of the two men that their guest had described. Since he had approached X23, they were certain that he was planning on assembling mutants again. Sabertooth's appearance had been enough to get this point across to Wolverine during their violent encounter on the road, but hearing that someone they didn't recognize had appeared alongside their nemesis in New York was solid proof that he had been recruiting.

"Well, it looks like Magneto's found some new lackeys." Wolverine was the first to voice the group's opinion out loud.

Scott looked on with somber expression. "After seeing how people reacted back home when mutants were exposed, I can't say their reactions are entirely unwarranted."

"They've probably felt like freaks for so long back home, that they don't believe that anyone could ever accept them." Jean explained with a similar demeanor. "Throw in the escalating violence towards mutants, and it's only natural they would want someone to give protect them and give their lives a purpose."

Wolverine growled nastily. "The only people who would join up with the Acolytes are punks who need an excuse to take their anger out on other people."

"Really, then why didn't you join them?" the web slinger bantered with a chuckle.

"Shut up…" the feral mutant grit his teeth, silently muttering under his breath to avoid confrontation after their previous agreement.

"That was uncalled for." Captain America shook his head in disapproval before changing the subject. He glanced back at his friend to make certain there was serious conflict before turning to address the masked hero again. "Now, Spider-Man… When you were telling us about the crime syndicates last night, you also mentioned that Magneto was captured by some of the villains during your last encounter with him."

Cyclops stood up abruptly. "Wait a minute! What did you say?" he stammered in disbelief.

His girlfriend copied this action, casting the others a look of disbelief. "It makes no sense. There absolutely no reason I can think of why Magneto would be involved with this gang war."

"The mutant supremacist movement he's been promoting really has nothing to do with the gang wars here." Angel replied with a puzzled expression, running a hand gently through his blonde hair. "I don't know of too many powerful mutants New York, so who really knows what Magneto was thinking when he came here?"

The arachnid nodded in agreement. "Believe it or not, I wasn't exactly sure what to think about this at first either."

"Well there's a real shock…" Wolverine added in unnecessarily.

Spider-Man ignored this comment and continued on. "The one thing I do know about his case, is that the second time I ran into Magneto, he was after another artifact very similar to the first. According to what little I was able to dig up about these objects, it's possible that the stolen gemstones were from the same set."

It turned out that he had pondered these circumstances beforehand and done a little research as Peter Parker by searching through the Daily Bugle's database. He had long grown used to doing detective work over the last few years of fighting crime in New York. Of course the fact that he worked for one of the biggest newspapers in the country was also helpful. He wasn't well-liked by the editor, but he had established enough connections within the company so that he was able to call in some favors and find out almost anything.

Scott paused and thought about the web slinger's explanation. "Doesn't that remind you of the time Mesmero started gathering artifacts to free Apocalypse." He questioned, looking over at his girlfriend to see if she had also seen the same connection.

"Yeah… but we know from the past that Magneto found artifacts for his own reasons, like that weird radioactive stone he used to facilitate evolution in mutants." Jean replied with a look of uncertainty. "I just don't know how to piece these events together."

Warren stood up from his chair, turning to address the wall crawler. "Wait a minute… You said that the objects he was looking for might have been part of a set." The winged mutant paused again, but although it felt like a long shot, he decided that throwing anything out in the open might help them. "It was strange that Wilson Fisk just happened to donate a slew of artifacts to Tony Stark's new gallery, and purposely made a public spectacle of the opening."

"You don't really think that the fat man…" Logan began with a note of suspicion.

"That's exactly what I was thinking, earlier." Spider-Man interjected suddenly. "It seemed like those villains that captured your buddy were actually stationed in the area for the purpose of taking him down."

Steve Rogers raised an eyebrow before asking his question. "What makes you say that?"

"I was there the night they nabbed him, and it looked as though the bad guys were prepared for his magnetic powers." Spider-Man gathered the evidence in his head before resuming the explanation. "They sent a villain named Electro who could demagnetize metal with his electric-based abilities, and then they covered Magneto in a substance that seemed to drain away his mutant powers."

Warren's eyes widened slightly. "Who else thinks this sounded like an ambush?"

A murmur of agreement swept across the room as the heroes exchanged glances and spoke amongst each other, but it was Cyclops who recovered first. "Even though we may have figured out what's going on, I still don't know why the Kingpin would want Magneto?"

"He's got enough super villains around doing his dirty work." The web slinger was genuinely stumped. "I read up on helmet head, and still have no idea what Fisk could gain from holding a mutant terrorist hostage. It's not like there's any money to be made by abducting a violent activist, and the big man usually aims to maximize his profit."

Everyone fell silent again as they each took turns trying to figure out this pesky mystery. Although two of the group's number had dealt with crime in New York, they still couldn't figure out what was going through the Kingpin's mind. Cyclops and Jean's thoughts were more focused on the Magneto, having fought against the magnetic mutant multiple times in the past, and were much more familiar with his plans than Warren or the arachnid. Nevertheless their train of thought traveled just as far as the others.

Steve Rogers was hardly the right man for this case, having virtually no knowledge of who these people were. Logan's understanding of their mutant nemesis was probably greater than that of his younger colleagues, but he still had trouble. Glancing at the blue-clad hero behind him, the feral mutant remembered that Magneto had managed to steal the technology and formula used during project rebirth, something that many criminals would kill to get their hands on. The problem here was that most folks believed it was long forgotten to history, making it almost laughable that someone was still looking for it.

When no one seemed to be able to find a feasible conclusion, Logan let out an irritated growl and moved to the door. "I don't know about you guys, but there's no point in sitting around and doing nothing."

"Exactly what do you mean by that?" Angel looked up from his lap with a defeated expression.

"Do I gotta spell it out for you half-pints?" the former Weapon X snarled in annoyance before calming himself down.

Captain America stepped up, looking much more rational than his partner. "What I think Logan meant is, we were told to catch the Chameleon, and he's probably with the enemy right now. If this Magneto has any value to them, than he is probably with them too. Now's our chance to strike them, and when we get there we may finally get the answers to our questions."

The feral mutant snorted loudly. "At least he figured it out." Wolverine gestured to his old friend almost proudly before turning to face the city's heroes. "I you guys know where the big man hangs out, then quit gawking and spit it out."

Spider-Man looked conflicted for a moment, but he also realized that the best way to stop this gang war was to go after the cause and deal with it. It was also obvious by now that the questions they had could only be answered if they went, meaning that telling them was the most practical thing to do. After going over the pros and cons, the wall crawler joined Logan by the door leading the exit hall.

"I know where the Kingpin's hideout is, and it doesn't look like we've got any other choice but to go." Peter Parker declared bravely. "If you guys are in, then follow me… If you're not sure about coming than just stay out of my way and I'll handle it alone."

Wolverine eyed at him for a moment. "Well said, half pint…" he replied with a pronounced note of respect

He was clearly surprised that the web slinger had actually agreed despite their previously conflicting views. After some short whispers of deliberation, the rest of the group slowly joined them. They walked into the darkened passages leading back to the surface. None of them were entirely sure if this was the smartest idea, but with so little to go off of, they also had to agree with Spider-Man and Wolverine. The two of them led the way as their team prepared to follow into battle, none of them certain of what would happen next.

Meanwhile…

Deep below the streets of New York, Silvermane personally led his forces into position for their final attack on Crime Central. Hidden inside the core of a mundane office building, no one would have suspected that the nerve center of the Kingpin's empire was located inside a place where ordinary people worked everyday. There were secret passageways and a series of elevators that let through the different levels, all of which were hidden from public view to keep the secret that the gangs had worked so hard to conceal.

The building itself stood in the center of the bustling Metropolis within Manhattan, and was large ignored by those who didn't work there. However even those who visited the building everyday were often unaware of its dark secrets. Miles of tunnels ran underneath the streets, all of which led to several different locations associated with New York's Crime Cartel. All ways leading into the big man's lair were heavily guarded on both sides by his men, making it virtually impossible to sneak up on him without detection, but somehow the Maggia had managed this feat.

Silvio Manfretti had taken several locations and disabled the security measures put in place by his rival, having made certain that they would not be detected so easily. They were nearing the end of the passage at this point, meaning that even if the enemy had suspected them to appear, it would be too late to properly counter the attack. The Owl's treachery had been a pain, but thanks to the technology provided to them by HYDRA, Silvermane had obtained the technology to finish his robotic exoskeleton ahead of time for the final attack, thus moving their plans ahead quite a bit.

He had brought several of his top enforcers and his most skilled assassin along for the battle, including Hammerhead and Tombstone, as well as a team of mercenaries he had recruited just for the occasion. Several of the other gangs in New York had also joined with him for this particular endeavor, increasing his forces for the upcoming battle. Had they been more anxious to attract attention, it would have been much easier to attack the actual building, but the Maggia was attempting to handle the situation as efficiently as possible.

"At last… The time has come." Silvermane muttered, silently pressing a hidden switch on his mechanical suit.

The metallic exoskeleton came to life, the sleeves of his suit jacket tearing as the metallic covering expanded. Panels on the sides of his arms slid open to reveal a pair of built-in laser cannons, the neck area releasing a helmet-like attachment to protect his head, leaving only his face exposed to the open air. His white gloves were ripped apart as the armor on his hands enlarged, spikes sliding from the knuckle area for increased effectiveness in battle. The back of his jacket also tore open to reveal a miniature jetpack which would enable him flight capabilities in the case of emergency.

"Looks like those guys from HYDRA really knew what they were doing." Tombstone commented with a look of interest as he silently wondered what other tricks were hidden within the robotic harness.

His superior smiled in anticipation of the coming battle. "When asked by them what I wanted most, my thoughts returned to the glory days of my youth. That which I desired most is my former power and mobility, as well as the means to take what should rightfully be mine. BY sharing this technology with me, they have given me both."

Standing up at his full height, Silvermane allowed the tattered remains of the suit he was wearing to slide off his metal-encased body, revealing that every inch of him was now covered in a durable but extremely tough layer of metal alloy. The technological exoskeleton made him look more like a cyborg than Alistair Smythe, but at the same time he was also able to stand up and walk by himself without the pronounced limp and hunched posture he had developed in more recent years.

Approaching the metallic door ahead of them, the old crime lord placed his hand on the entry, not surprised that it was still locked from the inside. "Hammerhead, would you be so kind as to remove this obstruction?" he suggested calmly.

"No problem, boss man!" the flat-headed enforcer replied with a cheerful expression.

The others scattered out his path as the human battering ram lower his head, charging towards the sealed entry with all of his might. A giant crash reverberated throughout the tunnel as he mashed a crack in the barricade, repeating the process several times until the hole was large enough to exploit. He prepared to move in for another charge, but Silvermane placed a hand on his shoulder to stop him, wrenching his hands into the newly created window and effortlessly prying the doors open. He finished the movement with a swift kick to the door, causing it to fall off of its hinges with another crash.

"Go forth…" the old mobster replied, his right hand pointing to the broken opening.

Hammerhead nodded obediently before signaling the other mercenaries. "You heard him guys! When we're through, these punks won't know what hit 'em."

The room beyond was a small room lined with metallic paneling much like the rest of the Kingpin's futuristic lair, the cold industrial atmosphere creating a feeling of dread for those who walked these halls. The room had several other similar doorways, most of them still sealed, while each led to a different underground tunnel. At the opposite end of the room on a raised platform was the door leading into the main sections of the hideout.

The two guards stationed at the doorway raised their weapons to fire, but were immediately silenced by a few gunshots from the rival criminals. Silvermane and the other top gangsters allowed their underlings to move in first, but their decision seemed warranted when a flurry of bullets shot several of them dead. Several enemy minions had been waiting on the raised platform their weapons poised to fire again.

"Don't just stand there, return fire!" Silvermane fumed loudly as he prepared to enter the battle himself.

His bodyguard held out an arm and shook his head. "Don't bother wasting your time on these punks… Let me take care of this for ya!"

Tombstone crunched his knuckles menacingly as he stepped forward, taking out a large machine gun that had been strapped to his back moments before. The pale-faced enforcer jumped out and prepared to return fire, but was forced to dodge a pulse of sonic energy that was targeted at him. He looked up with a nasty sneer to find out that the blast had been fired by a familiar enemy. The opponent appeared to be leading the Kingpin's troops into battle, his distinguishing costume making him stick out amongst his fellow guards.

"Don't think so, zombie man!" the newcomer replied with equal ferocity, his eyes narrowing with a look of disgust.

The villain was of average height with a skinny figure, his body clothed almost entirely in a form-fitting yellow outfit with straight black lines running across the material. He wore a mask with a similar color scheme to the rest of his outfit, a black vest over his clothing, and a pair of bright red boots. Most prominent were a pair of metallic gauntlets adorning his wrists, these weapons having produced the blasts to begin with. In the criminal underworld, he was the villain known as the Shocker, for the powerful pulse blasters he wore on his forearms.

Although he had been locked up in prison for a while, the villain had been freed quite recently. He had no idea why, but one night while Spider-Man was fighting off some bad guys outside of the prison the cell doors on all levels of the prison had burst open by themselves, allowing anyone who was imprisoned to make an escape. The Shocker was one of the inmates that had escaped the Vault the night the Hobgoblin opened all the cells at the behest of Madame Hydra. It was a stroke of good luck that the Kingpin had offered him a job guarding this place, or else he would still be in the streets running from the cops.

"Just for that, I'm gonna make you death nice and slow!" the albino enforcer stated, his eyes flashing dangerously.

"Stop them!" Shocker barked to his subordinates, prompting the group to open fire again.

The two group exchanged gunshots, but Silvermane's side quickly turned the tide as the elderly mobster personally entered the fight. Using his flying ability and the enhanced protection granted to him by the battle armor, he flew into the air and began firing giant blasts of energy at the enemy forces using the weapons connected to the exoskeleton, his vicious attacks causing the enemy to lose their advantage. Many of them dove from the raised platform to avoid being fried by his laser fire.

Hammerhead used his employer's actions as a distraction to charge into the base of the platform, causing the enemy guards to lose their footing. The actions of the stronger gangsters quickly allowed their subordinates to gun down the remaining enemy troops, making room for them to advance even further. Tombstone raised his machine gun to kill the Shocker, but his opponent blasted the weapon from out of his hands with a well-placed pulse, using a second blast to knock the pale-faced enforcer off of his feet and into the opposite wall.

He hit the other wall with a loud metal clang before struggling to his feet, although the Shocker was now backing away from the scene, firing off consecutive pulses to keep the enemy at bay as Silvermane and the rest of his Maggia forces cornered him. An energy ray from the old man's armor burned the yellow-clad villain's shoulder as it soared past, prompting him to flee through the nearby door and into the next room to avoid instant death as gunshots peppered the air. The fleeing villain dashed through the larger room and slammed the panel on the wall with his hand, causing several thick metal doors to block the enemy from proceeding.

"Sir, the guards stationed in Sector A have been slaughtered and the Maggia has already taken control of the entry hanger." He called out loudly into the receiver near his mouth. "I repeat, the enemy has taken control of the main entrance!"

"I heard what you said the first time… I am not deaf, you imbecile!" the Kingpin's voice shot back, sounding even more irritated by this news. He considered the options briefly before answering his subordinate. "Lead them to the main laboratory if you can, I will make the preparations!"

"So you intend to use me and the other guards as bait?" Shocker seethed with outrage.

Wilson Fisk cut off the communications before pressing another button on the control panel in his office, causing a small monitor to slide out of the hidden compartment in his desk. Punching in a code into his keyboard, he contacted the main laboratory, immediately bringing the face of Doctor Otto Octavius into the view of the screen. The mad scientist looked as though he had been working moments before as he assessed the situation, and was none too pleased at being disturbed in the middle of his experiments.

"What do you want?" the stocky man snapped indignantly. "You promised me use of laboratories and funding in exchange for the last mission I completed on your behalf. I do not appreciate being disturbed!"

The Kingpin's image appeared on the monitor in the laboratory. "Do not push me after the lengths I have gone to procure your continued cooperation!" The scientist's disrespectful tone angered his employer, but the crime lord seemed to ignore it for now. "Silvermane's forces have broken though the main hall and shut down the building's main defense grid. I want you to guarantee your cooperation in stopping these interlopers."

"I guarantee you nothing!" Doctor Octopus retaliated with a large grimace, a defiant expression forming on his doughy face.

"You will obey my orders, if you want me to pay for your newest project…" the large man sat back in his seat, his hands folding in his lap in a relaxed manner. "The plans you submitted to me will require a substantial amount of funding to make a reality. If you do not comply, then I will personally see to it that your ideas never come to fruition!"

The multi-limbed villain opened his mouth to retaliate, but bit down on his own tongue to prevent himself from arguing. After muttering a few muffled threats under his breath, the ill-tempered villain nodded in compliance. "If you insist!"

Kingpin's evil grin only deepened. "I knew you'd see things my way." He pressed the emergency button on his desk, instantly setting off the alarm to alert all of his personnel. The large crime lord paused before turned back to the screen. "I will send down reinforcements from the upper levels, but in the meantime I suggest you work with what you have."

"Understood…" Doctor Octopus replied through grit teeth, the surface of his trademark sunglasses reflecting the laboratory's dim light.

He pushed the button on the screen, instantly cutting off communications with his superior as he planned to join the battle going on downstairs. The enemy would have to take a series of elevators in order to reach the Kingpin's sanctuary, one of which stopped on the floor he was working on right now. Although the made scientist despised Wilson Fisk, the two had come to a mutual agreement for the time being, and he was willing to work here so long as he was allowed unlimited funding and use of the labs. His desire to protect his own interests was the only reason he was willing to participate in this battle.

Otto Octavius removed the white lab coat he was wearing, extending his mechanical arms to their full length as he freed them for the first time in hours. "Attention all security forces available… Report to the main laboratory on level 12 and wait further instructions." He spoke into the receiver on his collar.

Using his mechanical arms to maneuver like four extra legs, the mad scientist exited the room and headed into hallway, waiting outside the elevator port with a group of underlings in wait of the enemy. The guards readied their firearms to prepare for the upcoming onslaught, but Doctor Octopus shoved them aside, using his metal tentacles to crush the door so that it wouldn't open so easily. Several floors above them, the Kingpin and his subordinates were sitting in the control room preparing in case the enemy reached them. Herbert Landon sat in the chair beside his employer and operating the terminal with the big man staring over his shoulder.

"This is the Shocker!" a weak voice came through the intercom on the panel. "Silvermane's goons beat me to a pulp and slaughtered all my men. They just took the first elevator and should be reaching the main laboratory any minute!"

The large crime lord cut off communications, not caring whether or not his subordinate was still alive. "Destroy the elevator!" he screamed to the disfigured man next to him.

"If the enemy was prepared for this attack, I doubt a small deter like that will put an end to their resistance." Landon shot back, looking slightly panicked himself. "They hacked the network before entering, so we can't stop the elevator or activate the security doors from here."

"Just do it!" Kingpin ordered, spit flying from his mouth as his anger grew.

The deformed man underling used the computer to open the communication links again, this time contacting the multi-limbed villain instead. "Doctor Octavius, stop that elevator by any means necessary!"

"With pleasure…" the mad scientist replied with a note of amusement.

Extending his mechanical limbs forward, he pried open the doors of the elevator and used the remaining two arms to tear the cables of the elevator to shreds. Without any support, the machine fell several stories with a resounding crash, tossing its occupants around like popcorn kernels in the microwave. The non-super powered mercenaries hit the ground with full force, several of them dying from the impact as the compartment they were riding in collapsed on them, shattering into a wreck of broken debris and sharp splinters.

The insane scientist glanced down before gesturing for his underlings to do the same. "This is not over… Prepare to fire in case any of them are able to stand!" he ordered, prompting the guards to position themselves around the port opening.

Down below, Silvermane and his top henchmen dug their way through the splintered metal remains of the elevator. Tombstone had several pieces of shattered glass and metal embedded in his torso and leg, although if it bothered him he ignored it. Hammerhead had landed on his adamantium skull plate and aside from a small headache he was otherwise unharmed, having been spared the main impact by bracing himself before they hit the bottom. Their leader also emerged in good shape, the metal exoskeleton now covering his body having made him near invulnerable.

He looked around to see if anyone else was in fighting shape, although it wasn't surprising that the normal humans had taken some serious injuries. His two top enforcers were a little ragged from the fall, but their faces were alive with anger. Looking up the barren elevator shaft, the old mobster's eyes widened slightly as he saw a familiar pair of metal arms retracting into the port several levels above their heads. Several gunmen from above pointed their weapons downwards, firing at the enemy with everything they had.

"Get down!" Tombstone warned as he picked up a large sheet of metal left over from the destroyed elevator. The pale-faced metahuman held up his makeshift shield using it to block the rain of bullets from above. "What a cheap shot… Sounds like something I would do!"

"I knew we shoulda just sent in the big guns instead of risking our own necks!" Hammerhead replied, looking as though he agreed with his fellow enforcer.

Silvermane looked more entertained than annoyed, having prepared for this. "If this is the way he wants to play this game, then so be it!"

"What're you doing, old man?" the albino villain shouted, trying to speak over the sound of gunfire echoing off the walls of the metal elevator shaft.

Silvermane ignored him for a the moment, turning on the communicator his scientists had built into the armor. "Smythe... Activate the Spider-Slayers and prepare to launch attack an all-out attack on Crime Central send a Mega Slayer to level 12 to assist me. Alert all of the crime lords to begin the final strike immediately."

The cyborg's voice came through the speaker with a note of uncertainty. "Per your instructions, I stationed three of these robots in several locations we managed to capture of the Kingpin's gangland territory. The slayers will arrive in mere minutes, and I will contact the others immediately."

"Excellent… See that you do!" the elderly crime lord replied, his heavily lined face twisting into a smirk as he severed the connection.

"You crazy old fossil! What's so funny now? Tombstone glared angrily as he saw the old man's cheerful expression. "Here you are smiling like an idiot while we're all stuck in a pit being shot at by those bastards!"

Several stories above them, Doctor Octopus glanced into the open port from above, realizing that his men were having trouble finishing the job. "Hold your fire!" he ordered.

The scientist extended his mechanical arm, grabbing hold of a giant statue that the Kingpin had used to decorate the halls of his criminal lair. It was a piece of abstract art sculpted out of iron by a famous artist and purchased for an outrageous amount of money, but then again he didn't much care. The only value that Octavius saw was that the heavy metal decoration probably weighed well over several hundred pounds and could probably finished the job. Heaving the statue over his head using his tentacles, the villain tossed it into the elevator shaft with all of his might.

"What the Hell!" Hammerhead bellowed, his eyes widening in shock as the giant piece of artwork came flying down from above.

Silvermane activated the jets on his armor picking up his hard-headed subordinate as they flew into the statue at full speed. Using the other man's head to crack the sculpture, he continued upwards while his remaining subordinate was forced to cope with the rest of the situation he had created. Tombstone managed to dodge the two separate pieces of the broken object as they hit the bottom of the tunnel where he was, but his employer and Hammerhead had broken through the enemy attacks for freedom. Flying through the open port above, they were quickly targeted by the guards who had moved back in anticipation.

"I have no desire to fight you, so perhaps you would be kind enough to accept death quickly!" Octavius replied courteously, but his as he spoke, the tentacles behind his back whipped the remains of the elevator doors at his opponent.

The old mobster blasted away the threat using his suit's built in laser cannons, looking pleased with the technology that HYDRA had provided. "We will see how your technological enhancements fare against my own."

"A challenge then…" Doctor Octopus raised an eyebrow with interest. "It would be my pleasure to destroy that shoddy piece of machinery."

Hammerhead ducked into a nearby room as his employer took on the mad scientist, providing cover fire as he held off the enemy mercenaries. Using his superior athletic skills and metal plate, he dodged and repelled their bullets, returning fire with impressive accuracy. Two more gunmen tried to interfere with the battle, but Tombstone joined the fight, having climbed up the shaft with his bare hands during the confusion. The two enforcers began to finish off the opposing henchmen, but the battle going on several meters away seemed anything but one-sided.

Despite his bragging, Octavius was having more trouble than he had anticipated. He flailed his mechanical limbs wildly in an attempt to crush the old mobster, but his opponent raised his arms to reflect the blows and retaliated by firing off several energy projectiles at the scientist. The multi-armed villain let out an angry growl as he ripped a nearby door of its hinges, using it to block the oncoming blasts. Although his adversary's attack had turned his makeshift shield into splinters, he lashed with his claws, seizing the old man by the throat.

For a moment it looked as though the mad scientist had won, his grip tightening as he attempted to wring his enemy's neck through the metal exoskeleton. "A worthless relic like you should have expired years ago!" he replied with an evil grin. "Now die!"

"You first!" Silvermane reached up, prying the robotic grip loose with his enhanced strength.

The elderly man let out a dry chuckle as he seized his opponent's mechanical arms, reeling him in with a well-placed tug and zapping him with a surge of electricity from another one of his armor's hidden weapons. Doctor Octopus screamed in agony as he felt the energy course through his body, temporarily stunned both physically and mentally by his adversary's actions. Silvio Manfretti blasted him away with a powerful laser blast, sending the super villain's smoking body through a nearby wall.

"It's over…" the old man replied as he kicked down the damaged wall, his metallic form looming above the enemy.

Octavius coughed as he rolled over to avoid a second blast from the elderly criminal's super suit, using his robotic arms to hoist himself into a standing position. He propelled himself towards his opponent with full force, retracting two of the limbs towards his own body to cushion the impact as he slammed into the elderly criminal. The remaining limbs of his harness planted into the surrounding floor to prevent his own body from being sent flying as the old man went hurtling through the opposite wall.

"We'll see who laughs last, old man!" the mad scientist replied, extending his two upper tentacles to ensnare the elderly criminal's entire body.

Exerting full force into his limbs, he started squeezing his enemy in an attempt to shatter the protective exoskeleton. From the beads of sweat forming on the old man's face ands failed attempted to break free, it seemed as though he was having trouble. Octavius felt his enemy beginning to gain some leverage, so he changed his approach. Pulling the old man closer, he withdrew a shotgun from his jumpsuit and readied it with his human hands. Glancing around to be sure that the others were still busy, he loaded the gun and took aim at Silvermane's exposed human face.

"You have long outlived your usefulness…" Doc Ock commented, raising the weapon with a look of amusement.

Silvermane struggled a moment longer, although his eyes caught the sight of a flying silhouette through the nearby window. "Have I…" he replied as the shape came into full view behind them.

The octopus-themed villain heard the sound of a jet engine behind him, turning around just in time to see a ten-foot tall humanoid robot fly through the wall behind him and advance forward. The debris from the new destroyed wall scattered everywhere as the fighters turned to see the commotion, but the Mega Slayer had already begun firing off missiles. Several of the scientists that worked on the floor head the commotion and began to flee, ignoring the battle that was going on altogether as they took the stairs to escape.

Caught off guard by the robot's sudden entrance, the Mega Slayer seized Doctor Octopus from behind, forcing the mad scientist to use his robotic claws to combat the new threat as his prey escaped. He easily managed to escape its grasp by breaking the enemy's grip with his metallic claws, but the metal monster recovered quickly and blocked his path to prevent him from pursuing its master. Meanwhile, the Silvermane met with his two enforcers who had also broke off from their fights to see the commotion.

"I see you called for reinforcements." The hard-headed man glanced at the robot. "What do you want us to do now, boss?"

"The two of you are to sanitize the building in any way you see fit. Now that we've attracted the attention of the authorities, there is no longer any reason for me to be discrete." Silvermane replied with a smirk.

Several floors above them, the Kingpin was forced to address these new developments. The room he operated out of was a large cavernous area almost as large as a gymnasium. Although a large number of machines and computers filled the bulk of the room, there were also several statues to add a sense of class. In the center of the room was the large control panel desk where the big man operated his criminal empire, the computer being more powerful than almost any other system on the planet. Vents covered the upper half of the room, and the metallic paneling that covered the floor and walls gave the area a futuristic vibe. Raised platforms and an elevator were used to get in and out of the room.

Now seated behind his desk, he was attempting to consolidate all of his forces in the city to combat this threat, having not expected a sudden change in the enemy's plans to quickly. Needless to say they had caught him off guard, and his own reinforcements were just starting to arrive. The problem with this was that Silvermane had also called reinforcements at the same time, which had resulted in a very incriminating gang battle in the streets in front of an office building owned by him.

His deformed sidekick burst through the doors of the main room, looking completely distraught by the current events. "Sir, the Maggia has sent in three Spider-Slayers to attack from the air, while their remaining forces have converged around the building!"

"Leland Owlsky told us about Silvermane's plans for the city, and yet we were still caught off guard by this onslaught!" the larger man bellowed loudly, his eyes narrowing like an angry predator on the hunt. "Those devious degenerates must have changed their plans as soon as they heard about the Owl's treachery!"

Landon loosened his tie, wiping sweat from his deformed brow. "I have assembled a small task force on this floor and by sending the remaining forces to stand guard outside while we wait for the enemy to arrive."

"What of the Spider-Slayers?" Have you dealt with them yet?" the crime lord questioned.

"Last time I checked, it appears that some of the local heroes were combating the threat for us in order to protect the public." The misshapen man answered carefully.

Before either of them could resume the conversation, a loud crash was heard in the next room. The metallic paneling split open as the Scorpion's limp body was tossed through the nearby wall, a laser blast enlarging the wall as his attacker came seconds later. The fully armored Silvermane stepped through the newly formed entry, tossing aside the body of a defeated guard as he advanced on the remaining two men. The Kingpin stood up with an angry expression, but his enemy grinned. The elderly crime lord was happy now that the moment he had dreamed of had finally come.

"Today, I will rebuild my criminal empire, and destroy yours once and for all!" the old crime boss replied in his elderly tones.

"How unfortunate that the mighty leader of the Maggia must wear a robotic suit to have any hope of victory." The large man retaliated with a similar expression.

His rival laughed a low, nasty chuckle. "It does not matter what methods I use to win, so long as the enemy is defeated."

"How right you are…" the Kingpin replied with equal malice. "Do not presume that I would be foolish enough to challenge you as you are now."

The much larger man pressed a button on his desk, causing the Chameleon to enter along with the Vulture and Rhino. The group of super villains moved between their employer as Silvermane, each of them preparing to attack on the Kingpin's orders. Herbert Landon reached under his desk and withdrew a large machinegun, bracing the weapon on his shoulder as he also prepared to participate in the fight. The elderly crime lord looked around, no longer feeling as confident now that he was outnumbered.

"Did you honestly think I would allow you to get this close to me were I not prepared?" the Kingpin commented with amusement as he stood up from his seat. "It's over!"

The elderly man opened his mouth to answer, but was interrupted as a familiar masked hero smashed his fist through the vent he had been sneaking around in, allowing him to directly confront the enemies. Dropping down from the ceiling in a graceful manner, Spider-Man waved casually at the bad guys, all of which glared at him with even more hatred than they had for each other. He might not have been so bold under normal circumstances, but today was different. He couldn't allow either side to win this gang war.

"It's over all right… for you guys!" Peter Parker announced cheerfully.

As if on cue, a pair of claws shot through the elevator door, revealing the forms of Captain America and Wolverine stand behind it. Both of them had use stealth to infiltrate the base from the ground, something made easier by the fact that the security had been way too busy fighting off Silvermane's goons to notice them sneaking around. Both of them stepped into the room their eyes settling on the Chameleon almost immediately.

The villains prepared to attack, but the sound of breaking glass caught their attention as Angel came cashing through the windows in the upper half of the room, closely followed by Jean Grey who was carrying Cyclops in her arms. They set down on the floor as the two other heroes came from the opposite direction, their numbers and force distracting the bad guys and splitting their attention in half as they wondered what was going on. An awkward silence fell for a moment, but the large crime lord recovered first.

"Destroy them all!" the Kingpin shouted, his large fist coming down upon his desk like the force of a hammer.

Note to Readers: Phew… Another long chapter… I just want to finish this arc so we can put this Spider-Man story arc behind us. I really want to get back to X-23 and the mystery of the crystals. I will reveal what's going on after this battle, although there WILL be more questions than answers. A lot of elements for the sequel will come up, and if you're a Marvel fan, you will enjoy it.

Sorry for any typos, or errors in spelling or grammar. It is usually late when I work on writing this story, so there's bound to be some as usual. Please **REVIEW**… Still not much support, but I can't expect much for a story that doesn't get read by too many people. The most popular type of fanfiction is generally romance, but that might be more of that in the sequel… This one is action!

I can tell you guys another thing about the sequel… This story was large Spider-Man and the X-Men, the next one will have a much larger focus on the Marvel universe as a whole.


	23. Chapter 23

**Chapter 23: Toppling the Kingpin **

Disclaimer: I do not own any Marvel characters or logos.

"Destroy them all!" the Kingpin shouted, his large fist coming down upon his desk like the force of a hammer.

Almost instantly, the battle began. Both heroes and villains started charging at each other as they picked random opponents, matching up with the closest enemy and lashing out without any real motivation or reason. This was largely due to the vagueness of the crime lord's command, having told his subordinates to attack without prioritizing any particular enemy. Although this caused some sense of confusion, this unavoidably chaotic battle would have broken out in much the same manner, whether or not he had said anything at all. He didn't much care who was the first to die, so long as every intruder in his lair was dealt with.

The Vulture immediately struck out at Angel as they circled around the ceiling of the room, charging each other in a titanic mid-air clash. "This is payback for last time, fly boy!" the villain screamed wildly.

"We'll see about that!" Warren shot back, as they both collided, wrestling in mid-air like a pair of birds locked in physical combat.

Wilson Fisk eyed his gangland rival with intense hatred as he took a walking stick out of the draw of his desk. It was a large thick black stick topped with what appeared to be a red jewel, which was used as a handle. A small golden cap decorated the bottom end, but he removed the bottom of the object almost immediately. Although the large man was in excellent physical condition and did not actually need it, he often used the walking stick to appear frail while making public appearances. Of course the object had another use which he usually kept hidden from his enemies.

"Your time has come!" Silvermane charged at his enemy, using the jetpack of his robotic battle suit to enhance his speed.

"Save your empty threats, you senile old fool!" Kingpin hollered back, the arm holding his walking stick extending forward.

Holding the rod by the base, the larger crime lord pointed the jeweled end towards his elderly opponent and pressed a hidden button on the side of his weapon. The scarlet crystal flashed brightly as if there were a light bulb concealed inside it, the head of the weapon crackling with feedback before discharging a giant beam of energy. The attacking mobster gasped in shock as the beam collided with his body, sending him crashing through the metal paneling of the nearby wall, and into the room beyond.

Silvio Manfretti stood back up, a large dent having formed in his armor due to the force of the blast he had taken. Although he had survived due to the defensive power provided by his metal exoskeleton, the old man was almost certain that he would have died had the beam penetrated his armor. The Kingpin fired off another blast at him, but the elderly gangster raised his hands in a defensive position, generating an invisible barrier composed of the suit's powerful energy. The beam struck again, bouncing off the barrier and ricocheting into a nearby wall, a large burning gap appearing where the energy had scorched the metal paneling.

He breathed hard as the toll of his previous battles began to weigh down on him, realizing right now that his chances of winning had lessened with the sudden appearance of several villains and costumed superheroes. The two disadvantages to using the barrier ability was that it prevented him from attacking while active, and it also used up a large amount of the robotic suit's energy. The elderly gangster knew he would be defenseless if the suit's power source ran out in the middle of an important battle.

"Look at you, Silvermane… Time has withered you to the point where you have become a mere shadow of your former self!" the Kingpin mocked. "You are less than half the crime lord you once were!"

"Which still makes me a greater criminal than you will ever be!" the old gangster retaliated nastily as he charged in again.

As the larger man continued to attack with the hidden laser blaster in his walking stick, the other fighters present seemed to ignore the dueling crime lords in favor of dealing with their own problems. Captain America and Wolverine aimed to capture the Chameleon, but were forced to dodge and block a flurry of bullets as Hebert Landon fired his weapon in their direction. The blue-clad hero disarmed him by tossing his shield at the deformed man's weapon, knocking the machinegun from his hands and catching the defensive tool like a child would a boomerang.

"Nice one, cap…" Wolverine commented with a nostalgic expression.

Steve Rogers returned his expression, but a shadow above their heads quickly caught his attention. "Look out!" he screamed, pointing upwards in surprise.

The Rhino came down with a loud crash, coming inches from landing on the heroes as he attempted to smash them into the ground. "Get back here so I can squish ya!" he yelled before changing at the shield-toting hero.

Captain America used his superior acrobatic skills to leap over the armored villain, scooting over his back with a well-placed leap as the enemy smashed headfirst into the nearby wall. Turning around with a dim expression, he was caught of guard as the blue-clad man dropped down from above and smashed him in the face with his shield. Caught off-guard by the sudden assault, he stumbled backwards and fell on his butt, and was then nailed by a red beam of energy shot at him by Cyclops.

The captain prepared to resume his attack, but his old friend raised an arm to stop him. "Just go after the Chameleon! We've got this situation taken care of here!" Wolverine called out, pointing to the stairs where the shape shifting villain had fled.

"Don't worry about him! I'm on it!" Captain America replied with a quick salute before leaving the chaos to capture their prey.

"It's your job to bring him in too… The rest of us can handle these clowns while you're away!" Cyclops interrupted as he pushed the Rhino back with his energy blasts.

Jean raised her arm in his direction and lifted the stunned villain up with her telekinetic abilities, sending him flying through the nearby window with a wave of her hand. She was confident that he would survive seeing how the Rhino had taken a wrecking ball to the head and still managed to survive without any major damage to his head. As dim as the villain seemed, the blow to his cranium hadn't made him any dumber, as he still seemed just as rash and easily fooled as he was during their previous encounter.

"We can handle this… You did train us after all." Jean replied with a quick smile as she finished with their opponent.

Logan considered his two fellow mutants amidst the chaos, giving them a gruff nod. "All right, just don't get yourselves killed. Chuck would never let me hear the end of it something happened to his favorite students."

"We'll be fine considering that the big man seems to be too busy to pay us any mind. You take care too!" Scott added as he took aim with his visor.

The feral mutant turned and an after his partner, having realized now how much those two had grown as heroes. He had trained them himself back in the early days of the Xavier Institute, and now they were probably just as competent as he was. As he escaped the chaos and headed up the stairs, Wolverine thought about the time the government had been chasing mutants, and how Scott had taken charge and lead the team. It was now that he realized that those two would probably become better at this kind of stuff than he was if given the time.

On the ground several feet away, the Scorpion had recovered from Silvermane's earlier attack, and was now back on his feet. "Gimme somebody!" he screamed, spraying a stream of acid at the two remaining X-Men.

Jean blocked his substance with her telekinesis while her boyfriend aimed a blast of energy at their new nemesis, but the insect-themed villain rolled sideways to avoid the hit, simultaneously closing the gap between himself and the young mutants. They were caught off guard by this bold move, allowing the villain to club Jean with his tail and trip her boyfriend with a second sweep, causing them both to fall on the floor. He raised his tail to finish them off with a blast of deadly corrosives, but was quickly bound by a blast of webbing.

"What's the matter, Gargan? Having some technical difficulties?" Peter Parker made fun of his enemy as he clung to the nearby wall.

"Come down here and we'll find out!" the green-clad villain shouted, his tail ripping him free of the pesky webbing. "Take this, wall crawler!"

Mac Gargan shifted his focus to spray his long-time enemy, but the arachnid leapt out of reach at the last second, having done what he had intended. Being consumed by his own frustration and desire to kill the web-slinger, the insect-themed villain was blasted off of his feet by Cyclops, the energy beam sending him flying through the air. He collided painfully with an unidentified device, which began giving off sparks before exploding in his face.

Scott turned to his girlfriend, who was still lying on the ground. "Can you hear me… Wake up!" he called out, bending over to shake her.

"Don't worry, I'm all right." She pushed herself into a sitting position before levitating into the air, proving that she was still good enough to fight. "He just knocked the wind out of me, but I'll be fine once this headache goes away."

"I'm glad to hear it!" Cyclops answered with a slightly relieved expression.

Hebert Landon took advantage of this vulnerable moment to shoot at the couple with a pistol, but he was unable to fire a single shot as a new distraction came. The Scorpion's body went flying from the earlier explosion, landing on top of him with a loud crunching noise. Meanwhile in the air, the battle had continued for some time with both winged fighters duking it out above the heads of their fellow combatants.

Vulture attempted to tackle Angel, but was quickly forced to dodge as his opponent ripped a fan off of the ceiling and tossed it at him. Using the opening created by the villain's hesitation, Warren smashed into him with full force, his real wings allowing him greater speed and mobility then his opponent's artificially created flying apparatus. To his surprise, the enemy spun around to escape the momentum created by the attack, and attempted to strike back, prompting Angel to dodge his strikes again.

"We've done this before, Toomes… Just give up before you hurt yourself." The winged mutant rationalized in a courteous manner. "If you would refuse, I recommend you reconsider after what happened the last time."

"You've got nerve to talk down to me like that! Arrogant fools like you always end up beating each other up later for underestimating an enemy. I'll save you the trouble by making this a quick victory!" the Vulture replied.

The flying villain activated the new functions he had added to his newest set of wings, allowing him to fly at blinding speeds. Warren was surprised by his sudden boost in velocity, but responded by increasing his own pacing to match the enemy. The battle continued like this for ten seconds until the Vulture grew bored with his resistance and shot beams of energy from the fingertips of his gloves, grazing one of his opponent's wings with one of the blasts. He smirked evilly as the winged hero recoiled in pain before crashing into him in much that same manner than his opponent had done to him before.

"You're still the same, but I improved my costume's weapons after allowing you to beat me he last time!" Adrian Toomes cried out vindictively as he watched his opponent fall towards the hard tile floor of the cathedral-sized room.

Jean reached out to him, catching her fellow mutant with her powers while repelling the Vulture from attacking him, allowing her friend a few seconds to recover. The flying menace came in again, but was forced to dodge as Cyclops added in some energy blast to complicate his flight patterns. Waking up as if he had been lying on an invisible bed, Angel shook his head to clear his vision and spread his wings, twirling back into the air in an effortless manner as he advanced on his opponent again.

"Thanks for the assist!" he called back at the X-Men. The bird-themed villain and flying mutant exited through the broken window to continue their battle outside the tower, leaving the remaining fighters behind for the time being.

"Not a problem!" Scott answered with a casual wave as he turned back towards the fray.

Cyclops and Jean prepared to take down the two crime lords battling on the other side of the room, but their eyes widened as the sound of breaking glass caught his attention. The room's occupants seemed to freeze in shock as a pair of metallic claws shot through the newly broken window, digging into the floor, while a second pair supported their owner, dragging with them a stocky man. He wore a green and yellow patterned jumpsuit with dark sunglasses, the four mechanical arms sticking out of hi back flailing around like tentacles as he regained his footing.

Realizing that the X-Men might never have seen him before, Spider-Man quickly landed between them and the new opponent. "That's Doc Ock… He's a nasty piece of work that you don't want to get to know better." He introduced the newcomer in a slightly panicked voice.

Jean thought about the man for a second, realizing that Wolverine had mentioned him during a recap of his initial encounter with X-23. Her boyfriend had seen him once before in the strange underground base where the Wilson Fisk had attempted to sell the Weapon X mutants to HYDRA, but he looked just as surprised as the others to see him here. It wasn't as if they were unaware of his alliance with the crime lords, but it looked as though he had actually climbed up the side of the building with his mechanical limbs.

As the three heroes prepared to fight the octopus-themed villain, Kingpin and Silvermane's battle had reached its peak. Both seamed out of breath from the fight, while the larger man had small tears and burn marks on his previously pristine suit, the older crime lord's movements had become noticeably slower. The suit was a marvelous piece of technology that augmented the wearer's physical abilities tenfold, but the blinking red light on the side of his exoskeleton indicated that if he continued to use it carelessly, it would sap the remaining power reserves he had too quickly.

Wilson Fisk knew that his weapon was also running out of power, having a limited supply built into the power pack. When it was fully charged, the front end of the cane could release an energy beam capable of disintegrating solid walls almost instantly, but repeated use and a few missed shots had exhausted its power. Now forced to fight close-range, the battle had become one centered largely on skill rather than the use of high-tech weaponry. Although the older man's armor would normally have give him an edge, the pure physical strength it gave him wasn't enough to completely overpower the larger man's natural abilities.

"Give up, you're finished!" the elderly mobster screamed as he risked another laser blast, but his attack missed as the big man was still surprisingly agile.

Wilson Fisk charged forward and charged towards his opponent. "We will see!" he shouted back angrily.

The larger man let out a loud growl as he attempted to pull the enemy into his signature bear hug, but Silvio Manfretti matched him by seizing his hands with his metal-encased digits. The two crime lords wrestled hand-to-hand as they locked arms, beads of sweat forming on their faces as they attempted to force each other back. The elderly gangster exerted the armor's full power into his arms and managed to lift his opponent into the air, slamming him into the ground with as much force as he could muster.

Kingpin recovered almost instantly, grabbing hold of his opponent's leg and pulled him onto the floor as he stood back up. The armored Maggia boss had also gotten to his feet, but was mercilessly pummeled by the enemy's giant fist. The crime king was surprising skilled in the martial arts for a man of his size, and landed a series of punches as the elderly man backed away. Although he crumpled slightly under the force of the blows, he worked hard to defend his face from harm and raised his arms to block. Seeing his opponent was using the armor to render his attacks ineffective, the big man watched for an opening and used this against him.

"You're getting sloppy!" Kingpin shoved the end of his walking stick forward, pressing a button on the handle that released a surge of electricity through the enemy's body. The victim screamed in pain as the metal armor worsened his suffering. "I hope you like the built-in stun gun that my scientists added to this weapon."

Without warning, the octopus-themed villain broke off from his battle with the X-Men, his arms seizing hold of the weakened Silvermane. "Allow me to crush him!"

Before either of them could speak again, Cyclops sent a blast of energy in their direction. Doctor Octopus sneered angrily, using the armored form of Silvermane to block the attack before tossing his now unconscious form aside like garbage. The three heroes rounded on the pair of bad guys, the arachnid-themed hero was unsurprised that he had used the enemy as a shield, while Jean was clearly horrified at this practice. Although they had been fighting for a while, the team had rare met someone with such purely vicious tendencies.

"That was uncalled for!" Jean screamed as she attempted to blast away the multi-limbed villain with her telekinesis.

"Naïve girl… This is battle, and he was the enemy!" the doctor shouted condescendingly.

Cyclops attempted to blast the mad scientist with his powers, but Wilson Fisk intervened by lifting a large computer terminal from the other side of the room and throwing it into the path of his beam. The explosion it created send debris everywhere, temporarily blinding the heroes, but Doctor Octopus knew how to exploit hesitation and quickly seized the female mutant by the arm, smashing her into the ground with excessive force once or twice. She cried out in pain as a second mechanical arm came up and snapped her limb, the pain preventing her from properly focusing her powers.

Scott looked horrified by this display, his hand instinctively reaching to his visor. "Let her go or I'll turn you into a pile of smoldering ash!" he screamed angrily.

"I wouldn't do that if I were you!" Octavius replied with a challenging glare, his mechanical arms lifting up her unconscious form like a human shield. "I would advise you rethink your position and surrender, or watch as I kill this woman."

"You're bluffing!" Cyclops screamed with an unshakable rage that was rarely seen from him.

To the mutant's surprise, his masked ally stepped forward and raised his hands in the air. "I've know this creepazoid for a long time. He's not joking…" the spider-themed hero replied with a dismal nod. "If we break the deal, Doc Ock won't hesitate to kill her, especially now that she's helpless to defend herself."

His fellow hero fell quiet for a moment before imitating the masked man's gesture. "That bastard." he muttered angrily.

"You were wise to surrender to me!" the made scientist answered, as his two lower tentacles grabbed hold of the remaining heroes. "Know that today you found yourselves at the mercy of Doctor Otto Octavius!"

He dangled them above his head and spun their bodies around like playthings, letting out an evil laugh as he watched their misery. After tormenting them for a moment or two longer, the multi-limbed villain extended the claw holding his most hated nemesis forward so that his employer could deal with him personally. The crime king stepped forward with a look of anticipating, his hands wrapping around the boy's throat in a threatening manner. Peter Parker closed his eyes and braced himself, but was surprised when his captor pulled him away.

"Before we squash this pest once and for all, perhaps we should reveal his secret identity to the world… See the face that lies beneath the mask." Doctor Octopus suggested with a look of interest.

"Ah yes… This is truly a momentous occasion." The Kingpin raised his arms triumphantly as he glanced around the room, his eyes settling on the defeated form of his gangland rival, and then loving back towards the captured heroes. "My greatest enemies have been defeated, and now the underworld will see that no one has the power to dethrone me!"

Spider-Man perked up all of a sudden, his brain hatching an idea. "Hey why don't we wait just a minute? Wasn't it Doc Ock who defeated the three of us?

"What kind of nonsense are you prattling about?" Wilson Fisk glared daggers at his longtime adversary.

"All I'm saying is that you sure know how to take the credit from the guy who really did all the work, don't you?" the masked hero added with a hidden smile.

Doctor Octopus scratched his chin with his human hand. "The boy does have a valid point… It was I who captured these enemies, so I should be the one to have the glory of unmasking Spider-Man."

"It was my employment that brought you here today, otherwise you would never have been present for this battle." The larger man told him off with an angry expression, punching his left fist into his right hand. "You work for me now, and you must never forget that!"

"Otto Octavius works for no one!" the mad scientist replied wit a nasty grimace, his sunglasses flashing dangerously.

The two men glared at each other as if expecting the other man to attack. Using this brief disagreement as a distraction, Spider-Man exchanged quick nods with his fellow hero, giving Cyclops a chance to blast the ceiling fan above their heads. The fan crashed into the mad scientist, allowing them to free themselves from his grip and escape with Jean's unconscious form in toe. The villains advanced on them angrily, but a second distraction quickly stole the attention of everyone in the room.

Angel came flying through one of the previously broken windows, tossing the Vulture's limp body at Doctor Octopus. They collided violently, allowing Cyclops a chance to blast them with his heat vision. The two villains shouted a mingled combination of screams and curses as they slammed into a nearby wall. Letting out an enraged roar, the violent scientist lifted Adrian Toomes off of him with his mechanical arms, discarding the body with a serious lack of consideration for his fellow villain.

"You will pay for this humiliation." He seethed angrily, his robotic arms shooting out as he attempted to capture the heroes once more.

Scott picked up Jean and looked up. "Angel, take Jean to safety!" he called out.

Warren Worthington swooped down and seized the unconscious psychic, carrying her into the air and out of the reach of the villain's tentacles. "Are you guys going to be all right here while I;m gone?"

"Just go… Come back once she's out of harm's way!" Cyclops screamed, his eyes filled with genuine concern for his girlfriend. "Protect her with your life."

"No problem, just be careful!" The winged man nodded quickly as he flew out the nearby window, leaving them behind with the bad guys.

Cyclops wasted no time as he angrily shot at Doctor Octopus, but the stocky man was extremely fast with his mechanical arms, the extra limbs propelling him around with surprising speed. He bounced off walls and sprung from the ground in a frightening display, his jumps and maneuvers made more terrifying by his anger towards the heroes. Scott gasped as he barely escape death, rolling on the ground and using his energy blasts to keep the opponent from killing him as those giant metal claws struck again and again.

One the other side of the room, Spider-Man crumbled under the sheer force of the crime lord's fist. Recoiling in agony, he scurried up the nearby wall. He decided to use his webbing to bind the larger man's arms in an attempt to make him less dangerous. The big man was a master of the martial arts and possibly one of the most accomplish sumo wrestlers in the world, although the public would never know this.

Wrapping a shot of webbing around his arm, the hero tried to use his spider strength to lift him off of the ground, but the enemy resisted. "I've got you now!"

"Who has who?" Wilson Fisk retaliated with an evil smirk, his captured arm flexing to reveal his incredible muscle mass.

Te Kingpin gave the streamer of webbing a powerful yank, effortlessly pulling his adversary off of the wall like a man reeling in a small fish. Peter Parker struggled in mid-air and attempted to shoot another web blast, but the big man pulled him within reach and nailed him in the stomach with a the force of a wrecking ball, flattening him like an elephant stomping on a bug. The vigilante gasped in pain, the hammer-like blow sending him sailing backwards into Cyclops. They hit the ground with a groan, the two villains advancing on them to finish the fight.

"Damn it… We can't let them win!" Spider-Man groaned.

Scott had taken a pummeling earlier and was starting to give into fatigue, the only thing keeping him standing was the anger in his chest at what his opponent did to Jean. "Let's just hope that the others get back here soon!"

Doctor Octopus prepared to kill them again as he approached, somehow looking even angrier than before. "You two have tried my patience for the last time!"

Before he could grab them, the nearby door was kicked down, revealing another figure. They had hoped it the others had come back, but upon seeing who it was, neither had been expecting the outcome. A slightly muscular man clad in a dark red form-fitting outfit entered the room, the top of his face hidden by a mask of the same color. He was roughly around as tall as Peter Parker, and the only indication of his identity were the pair of Ds depicted on his chest. The man dashed forward with incredible speed, smacking the mechanical arms away from the two heroes with a black nightstick.

"Daredevil!" the Kingpin screamed wildly, his beady eyes widening with a sense of intense hatred even deeper than that he harbored towards the arachnid.

Spider-Man seized the mutant by his shirt and pulled him out of the way as the battle resumed, taking a moment to glance back as the enemy fought with the newcomer. "You're a little late to the party." He shouted at the familiar hero.

The red-clad man glanced back at him as he continued to dance around the villain's flailing metal arms. "I was detained by the mess going on outside, although I wouldn't miss this for the world." He replied in a deep, serious voice. "Forgive my tardiness, but the Spider Slayers that Smythe built were causing a major issue outside."

"No problem." Peter Parker replied as he jumped onto the wall and climbed back up.

Scott glanced around nervously as he watched them fight. "I take it you know this guy?" he asked nervously.

The spider-themed hero nodded quickly. "If we get a chance, maybe I'll explain later. Just remember that he's one of the good guys."

"I am not your enemy!" the blind hero reiterated calmly. "We don't have time to explain anymore right now, so you guys just have to take care of Octavius… the Kingpin is mine!" Daredevil added as he ignored the others and went straight for the prize.

Meanwhile…

Several floors above them, Wolverine and Captain America had been searching the mazelike headquarters for the Chameleon. The feral mutant was growing more impatient by the second. His sense of smell had allowed him to track the enemy this far, but due to the sheer complexity of the building's layout, he had been forced to slice through walls to get close to the enemy only to fin that he had already left by that point.

Logan realized now why Nick Fury had needed him for this mission. As much as he hated to admit it, the Chameleon was a master when it came time to escaping dangerous situations and hiding, and due to the hologram belt the villain wore around his waist, he could change his appearance at will and was ever harder to catch. Due to his animal-like instincts, the former Weapon X mutant could not only track his scent, but also find him if he was disguised as another person. The only problem right now was that they had both underestimated how resourceful he could be.

"Are we close to him?" Captain America asked his partner.

Wolverine took a second to sniff the air. "Yeah he's around, but it looks like we've got some company to entertain first."

"Kill the intruders!" a uniformed guard ordered, prompting several gunmen to emerge from behind desks and tables.

They aimed their weapons at the intruders, firing without a moment's hesitation. Steve Rogers blocked their assault with his shield, allowing his partner to crouch behind him as they prepared to finish off the enemy. Both men saw one of the guards run into the nearby stairwell, leading them both to the conclusion that the man they were after had just escaped for the umpteenth time, earning an angry growl from the feral mutant. While his partner was slightly more patient during this chase, Logan was feeling a strong temptation to butcher the surrounding enemies and disembowel the shape shifter on sight.

Now locked in combat with several of the Kingpin's security forces, they were forced to fight their way through crowds of the big man's henchmen if they wanted to follow after their prey. They both knew that catching the shape shifter was important, because if they failed now he would probably escape and then the chase would begin all over again. Both men were incredibly skilled fighters and had little trouble defeating the guards, Wolverine disarming them with his precision while his friend clubbed them with his indestructible shield.

"Surrender or I'll shoot!" one of the guards shouted, pointing a machinegun at them.

Before he could even finish speaking, Logan sliced his weapon in half, lifting him over his head and throwing him into his fellow guards like a human projectile. Several more ran over to help, but the blue clad hero tossed his shield at their feet, tripping the group so that their weapons were sent flying. As if anticipating his partner's actions, the Weapon X mutant released his adamantium claws like hidden daggers and used them to slice the airborne weapons into metal ribbons with a few quick movements of his wrist, but before they could proceed, several more guards ran into the room.

"I'll handle these guys, go!" Logan shouted, gesturing to the exit that the master of disguise had used only moments ago.

Captain America hurtled over the disarmed guards and headed up the stairs. "All right, I'm on it!" he called back before ducking through the passage and into the next hallway.

Knowing that his war buddy was more than capable of dealing with a few thugs, the blue-clad patriot continued into the next room. From the shear number of guards they had encountered on the previous floor, not even counting the reinforcements, he had begun to suspect that the enemy was massing to protect an important room. Still, he had not been prepared for what he found beyond the next door. It was a large area very similar in size and layout to the Kingpin's main control room where they had encountered the Chameleon earlier, but this room was filled with several more computer terminals and some glass tubes which seemed to contain different experiments.

Inching his way through the laboratory, he caught sight of an unfinished robot. From the size of the torso and limbs, the mechanical monstrosity looked as thought it would be over one-hundred feet tall when finally assembled. Several unidentified objects were sitting on a series of pedestals, all of which were protected by thick encasements. He curiously touched one of the openings, only to burn through the finger of his glove, which lead him to believe that barriers composed of energy had been erected to prevent anyone from steeling them. It was clearly an important room, considering that everything was so heavily protected, the sheer number of guards in the previous room being the first indication.

Although the area was largely dedicated to the development of technology, he saw what appeared to be human test subjects preserved inside liquid within tick glass tubes, their features oddly distorted by the sheer density of the substance. For a moment the captain was reminded of the day he was first given the super soldier formula and thus became the champion of the allies. It had been at a terrible cost due to the side-effects it had one him, but he quickly put the thought from his mind.

Having been distracted, the patriotic hero barely managed to dodge a bullet that had come inches from killing him. Turning around, he caught sight of the Chameleon, who was no longer using his hologram built. The villain attempted to fire again, but Captain America blocked his shot and tossed the shield at his opponent, knocking the weapon from his hands with a well-placed throw, although the defensive tool accidentally hit a machine during its return trip. The Chameleon came charging at him, both of them disarmed as they engaged in hand-to-hand combat.

"Let see how you fight with the fancy shield!" the plain-faced man commented as he aimed a punch at his opponent.

Steve Rogers dodged the clumsy strike easily, using a sweeping kick to trip up his opponent. The Chameleon was known for being a decent fighter, but his attacks were noticeably sloppy when compared to a powerful superhuman fighter. Captain America seemed to understand this and tried to end the fight quickly, but the villain took out a small blade from his pocket and stabbed the super soldier in the shoulder to slow him down, the pain causing just enough of a distraction to land a punch. He tried to do it again, but the captain reached seized him by the wrist, sending the shape shifter sailing as he landed a much more powerful punch to the enemy's midsection.

"Not so much fun when you can't hide from me!" the super soldier replied with a satisfied expression. "Looks like you're not so tough when you have to stand your ground and fight like a man."

The Chameleon heard footsteps coming and pressed the button on his belt, turning his appearance into a complete copy of his opponent. "No, why don't you stand your ground and fight like a man." He said in an identical voice.

Captain American lost his patience and tackled his opponent to the ground, apparently unfazed by the sudden change of face. Using his superior strength to overwhelm his opponent, the skilled combatant pinned him the floor, slamming is face into the ground with a loud thud. It was odd to attack someone who looked exactly like you, but he had seen a lot of things during World War II that had been even stranger than this. Fighting opponents like the Red Skull and Baron Zemo often took place in laboratories like these, and the experiments they unleashed had been much more terrifying.

The door was kicked in as Wolverine burst into the lab, wearing a nasty expression as he took a deep whiff of the surrounding air. Having incapacitated the guards seconds ago, he quickly ascended the stairs to check on his partner, only to be greeted by painful groans. Rounding the corner, he was greeted by a strange sight, seeing two Captain Americas on the floor, the first holding the other down, while his victim struggled fruitlessly to escape.

"Help… The enemy's got me!" The Chameleon screamed in anguish.

Although he was trying to fool the other hero into thinking he was the real one, the feral mutant seemed more annoyed by this, while his captor wore a crafty expression. Wolverine growled nastily. "You can't fool me that easily, bub. The nose knows…" he added, sniffing the air again to make sure.

Reaching down around the waist area, Wolverine bent over and sliced the belt off of his body, causing the shape shifting villain to return to his true form. A pale, expressionless man wearing dark blue was now trapped in Captain America's grip, no longer able to fool them now that he could not transform. The belt he had worked so hard to make was now in the hands of the enemy, but at this moment the animalistic hero seemed to read his mind and sliced the object up with his claws.

Logan tossed the remains of the device in his face. "If you want it back, here!" he snarled, stepping on the device to prove his point. "You've been a pain in the ass to catch, but after today it looks like the only thing you can really do is hide."

"My superior should be happy to find out that the infamous shape shifter is finally going back to jail." Captain America stood up with his arm wrapped around the villain's throat, using a pair of handcuffs to prevent him from escaping. "Don't even think about running away."

"Damn! I didn't sign up for this!" the shifty criminal snapped angrily, causing his captor to tighten his grip.

The Chameleon thought for a moment, considering the fact that two heroes had purposed chased him down, one of them having the sense of smell to not only tack track him down, but also render his disguises useless. Wracking his brain, he remembered their faces from the previous night when they had attacked the warehouse asking for him, silently cursing himself as he finally remembered this crucial detail. It was clear that these two guys had been searching for him, and had little interest in the other villains if any.

He looked as if someone had slapped him. "Who sent you people to find me, SHIELD?" he barked angrily, earning a small nod from his captor.

"From the records they showed me, it looks like you've got a lot to answer to." Steve Roger replied with an almost pitiable expression. "You spend your time changing forms, but it doesn't look like anyone would want to be in your shoes now."

Meanwhile… 

As the other two heroes began to attack Doctor Octopus again, the newcomer charged the big man with all of his might, swiftly bringing down the end of his club once they were within reach. The crime lord growled as he reached for his walking stick, parrying the enemy's blow with the side of the weapon as he wielded it like a sword. His arch nemesis was surprisingly strong despite being smaller in size and stature, although he relied more on skill than brute strength in such battles.

"You would have to be fearless to challenge me so many times!" the larger man shouted with a sense of outrage. "Your stupidity amazes even me!"

Daredevil exerted more force as they locked weapons, the two glaring at each other with intense hatred. "Think what you want about me, but the day has finally come for you to face justice! This time there will be no escape for you!"

The two arch enemies clashed, neither seeming able to overcome the other as the blind man used his superior senses to figure out where the Kingpin would strike, dodging each consecutive attack with impeccable accuracy. Since he was blind, the masked hero had developed a powerful sixth sense which came in handy during fights. He could sense every movement and noise around him no matter how subtle, and then dodge or counterattack with almost minimal effort. Although he was not endowed with the same kind of powers as mutants, Daredevil's abilities were nearly as superhuman as the other heroes.

The two remaining heroes were struggling against Doctor Octopus, but Angel reappeared as if summoned by their plight. "I gave Jean to the paramedics and cam back here as soon as I could!" he called out to them.

"Glad to hear it! And thanks!" Scott breathed a sigh of relief, although it wasn't as fulfilling as he had hoped due to the fact that he was forced to dive sideways out of his opponent's reach once more. "Are you sure she'll be all right?"

"I made sure that the ambulance was in motion before coming back, so don't worry too much about it. She'll be fine…" Warren added reassuringly.

Before they could resume the conversation, Spider-Man was sent tumbling by, his arms wrapped around one of the mad scientist's tentacles. "Will you guys catch up later…" he jumped to the wall and made a futile attempt to escape the enemy's reach. "In case you're wondering, I could use a little help!"

The mutants exchanged glances and quickly rejoined the battle, but the fight between the Kingpin and Daredevil had come to a boiling point. The larger combatant lifted up his blind opponent and began to squeeze him in a bone-breaking bear hug, but the blind hero had long gotten used to the enemy's fighting style and worked hard to contract his lungs so that he would not be suffocated. Although the enemy could normally have snapped him in half, his slowly worked his way out of the Kingpin's grip, and kicked him in a pressure point, causing the big man to release his grip enough to make an escape.

"You are a pathetic weakling!" the crime lord declared loudly.

"And you are a miserable coward, cowering in the shadows while your subordinates do the dirty work." Matt Murdock retaliated with an unperturbed sense of calm. "You rarely take to the front lines yourself, and that is why you will lose!"

"Die!" Wilson Fisk slammed the ground with his left foot, causing the room to rattle slightly as he charged like a sumo wrestler.

While the criminal mastermind was distracted by his chief adversary, the mutants and Spider-Man finally managed to overwhelm their mutual opponent. Angel began scooping up anything he could find to throw at the mechanical armed villain, showing an unusual reluctance to get too close. Although the stocky man swatted away the falling objects like unwanted nuisances, the ploy was only a meant as a distraction to keep him from going after the other heroes. It looked as though the others had an idea, and Warren was willing to play his part.

"No one defeats Doctor Octopus!" the scientist screamed, throwing his fists into the air in a display of untapped confidence.

"Really… I didn't know you nicknamed me, nobody." Peter Parker shot back sarcastically.

Spider-Man had reloaded a cartridge of his stronger batch of webbing from earlier, having used it during the gang battle that preceding morning. Using the chance the winged mutant had given him, the masked hero wrapped his opponent in the sticky fibers, instantly preventing him from moving his human arms while restraining the movement of some of his metal joints. The coagulating fluid began to expand around its prey, but the multi-limbed villain was not as easy a target as the Scorpion had been.

All four of his mechanical arms flailing around wildly, tearing away at the substance covering his body, while revealing the face of the furious researcher. "This ludicrous farce will not save your lives!" he shouted nastily.

"We weren't trying to." Angel answered in an unshakably calm manner.

Before he could finish freeing himself, the mutant hero acted. Cyclops had hidden behind one of the machines in the room waiting for this moment, only now revealing his presence to the enemy. Placing a hand to his visor, he shot a large beam of red energy at the ceiling above their heads, causing large amounts of debris to rain down from the upper floor. Unable to defend himself due to the restraints, Otto Octavius let out a surprised scream as the rubbed buried him, Angel disabling him by tossing a heavy chunk of metal at his head with extra force to ensure their victory.

Spider-Man approached their opponent to make sure he was knocked out, rolling his body over with the side of his foot. Because the metal tentacles were controlled by his thoughts like regular arms, they remained motionless beside his body, and could not move due to his unconscious state. Once he was certain that they were finished with the villain, the three heroes exchanged glances, and even Angel had come down from the safety of the air to survey the situation up close.

"Looks like Doc Ock won't be causing any more trouble today." The web slinger replied thoughtfully.

"He got what he deserved…" Cyclops responded emotionlessly, his eyes staring at the man's still form lying at their feet.

Angel spared the villain a glance before turning to watch the nearby battle between the crime lord and his nemesis. "Wait, shouldn't we help that Daredevil guy."

They others turned around to jump in, but they were too late. Although the blind hero had the Kingpin in checkmate, the large man was hardly finished. Now on his back on the floor, Wilson Fisk rolled over and grabbed his walking stick, using his own weapon to parry the would-be final blow from his adversary's nightstick. Shoving him away with a wave of his arm, he used the same trick he had on Silvio Manfretti earlier and planted the end of his cane into Daredevil's body, activating the stun gun to incapacitate his opponent.

Daredevil rolled around and stood back up with some difficulty, the electricity not affecting him as badly as it did the metal-clad Silvermane. "Stop where you are!" he yelled, stumbling slightly as he attempted to shake off the effects of the weapon.

Angel swooped down to tackle the crime lord, but the Kingpin swatted him away with a wave of his arm while also pushing him into Spider-Man. They collided in mid-air and fell to the floor as the crime king began to flee the room. Cyclops quickly used his powers in an attempt to stun him with energy blasts, but the giant man was surprisingly agile for someone who had sustained so many injuries.

Wilson Fisk glanced around the room at the heroes, knowing he was impossibly outnumbered. "You may have defeated me, but this is not over yet!" he announced, reaching into his pocket and withdrawing a small remote.

"We'll see about that!" Cyclops shouted, shooting another beam at the larger man.

The Kingpin pressed a button on the remote in his hand, causing the floor beneath his feet to lower. The secret platform lowered him into a secret room directly below his main office. The heroes tried to follow him through the newly opened passage, but before they could enter, a pair of metallic panels slammed shut to prevent them from proceeding any further. Daredevil slammed his fist against the floor before turning away from the others, his focus shifting back towards his mission.

"I thank you for the help, but I must continue my pursuit of the enemy. I am sorry to have been unable to introduce myself earlier." Matt Murdock relied in his deep drawl, giving them a respectful salute as he bolted for the stairs. If we ever meet again, know that my name is Daredevil!"

Angel relaxed as he watched the mysterious hero disappear, letting out a sigh of relief at having survived the battle without any fatal injuries. "He was just passing through like the wind… It's the same as always."

"So you guys know him?" Scott added with a slightly confused expression.

If it weren't for him I might still be blissfully unaware of the existence of this place." Spider-Man gestured around at the surrounding room. "I always noticed early on how the crime in this city was so well-organized, but Daredevil helped me on a case awhile back, and revealed that the puppet master behind the New York Crime Cartel was Wilson Fisk…"

Cyclops heard what had been said, although his thoughts returned to Jean, and then they slowly drifted to Logan instead. He and Captain America had gone after the Chameleon and had yet to return, despite the fact that both men were incredibly skilled fighters. Looking around, he realized fort he first time how exhausted he was from the battles, is hand automatically moving towards the wound on his neck where Doctor Octopus had ensnared him. Silently rubbing the sting away, he felt the searing pain in his legs and fell to his knees with a loud gasp.

To his surprise, the arachnid supported him. "Are you okay?" he asked with genuine concern. "Can you still stand up and walk?"

"Yeah, but thanks a lot for the help." Cyclops answered, forcing a smile through the pain as he managed to walk on his own again. He straightened up at once to hide his weariness. "You guys can go if you want, but I'm going to see how Logan is doing."

"I'm in…" Warren answered without any hesitation.

The web slinger shrugged with a hidden smirk. "I might as well tag along anyway to make sure no one dies, considering that you mutants look like someone ran over you with a steamroller."

Meanwhile… 

Several levels above them, Steve Rogers was preparing to leave. "All right, Logan… We should really get going in case the enemy has anything else nasty to throw at us."

Although he had addresses his friend, Wolverine was focused on something else in the room entirely. His eyes widened in shock as he recognized one of the experimental subjects trapped in the tube. Although his helmet was missing and his features distorted slightly by the thick glass and green fluid, he recognized the familiar face of ErikLehnsherr. He had heard that the mutant supremacist had been captured, but this was far worse than what he had been expecting to see. Magneto's eyes were closed as if he were sleeping, but his physical appearance was ragged as if someone had just attacked him.

"Logan, maybe we should go check on the others." Captain America commented, but when his friend did not answer, he spoke again. "Is something wrong?"

"Yeah, there's something wrong!" Wolverine gestured forward, looking as if he were about to punch someone. "The guy trapped inside that tube is the one we've been looking for. He may have been a jerk, but I can't say that he deserves to be treated like this. You and I both know that."

"Wait one moment…" The patriotic hero finished tying a piece of cloth around his prisoner's mouth before joining his war buddy. He looked slightly repulsed by the sight, taking it in slowly before turning his head. "I understand what you mean, even if he is your enemy. The question is, what do you plan on doing now?"

Both men remembered the days they spent as experiments during Project Rebirth and Weapon X, during which they had seen them as expendable goods to be used in war. Steve Rogers hadn't been anything particular special before, and had enjoyed the use of his powers to serve the allies, but this was before realizing that they had been slowly killing him. Logan's case had been much worse in several ways, because he had endured untold amounts of pain during his stay in the government laboratory. The glass tube reminded them of these incidents, and neither wished to relive the pain.

"Stand back!" Logan suddenly warned his friend. "This could get messy!"

The mutant waited for his partner to move alongside their prisoner before slicing through the glass with his claws, ripping them downwards so that the fluid inside began to leak. He repeated this several time before the glass released it's prisoner, but as Magneto's body fell to the floor, the Weapon X mutant felt his own body grown limp. The green substance that now covered his body seemed to burn every inch of flesh it touched, causing him to cry out in agony as he too collapsed on the laboratory floor.

"Logan, what's wrong!" Captain America reached out to his friend, who was now paralyzed by the chemicals covering his body.

"That liquid… Don't touch it!" he hissed through gritted teeth, his pride preventing him from verbally expressing the pain.

Wolverine continued to writhe on the ground, his partner unable to help him. Reaching down, Steve Rogers instinctively slung the mutant over his shoulder, stumbling slightly as he kicked their prisoner to prevent him from trying to escape. He reached down and brought Magneto's body with him, laying both mutants in a sitting position against a machine so that they could both recover. He immediately noticed that whatever kind of substance it was didn't seem to affect him, making him wonder if the chemical mixture in that tube only harmed mutants.

Several minutes passed as he waited for his friend to recover, keeping a sharp ear for signs that there were more enemies nearby. It seemed for the moment that they were safe, and he took the extra time to bind the Chameleon's feet with a rope he found on the floor of the room. Realizing that he could not bear all three of them easily, the super soldier wondered where the others were right now, silently hoping that they would show up. He heard voices heading in their direction and immediately retrieved his shield, but he was relieved when the doors parted to reveal three of his allies.

Spider-Man crossed the room cautiously, his eyes settling on the blue-clad hero and the three men at his feet. "Hey cap, looks like you managed to catch the Chameleon after all."

"Never mind that, what happened to Wolverine?" Cyclops rushed across the room to inspect to situation, his eyes settling on the unconscious form of their nemesis. "Magneto too! Would you guys care to explain what's going on here?"

Angel joined them after surveying the messy laboratory. "That's exactly what I would like to know." he added rationally. "It looks you guys were successful in finding the bad guy, but what happened to them?"

Captain America took a deep breath. "Well to be honest I'm not entirely sure, but it looks like we're inside the Kingpin's main laboratory. The Chameleon kept running away until we corned him in this room and captured him."

Scott instead turned his attention to the limp body of his old mentor. "You need some help?" he began, courteously reaching out to support the injured mutant.

"Stop, I can stand on my own!" Logan groaned loudly as his eyes reopened, allowing him to see clearly. With some difficulty, he managed to stand, stumbling around just in time to be caught by his old war buddy. "Thanks, I didn't mean to do that." he added dimly.

"Just calm down… You shouldn't be too proud to accept help from friends." His former student replied with a frown.

Wolverine gave him a small glare, looking thoroughly annoyed by the younger mutant's sudden jump to conclusions. "Why don't you try and listen to what I have to say before you start parroting back stuff you learned from Charles!"

His ex student looked more insulted by this statement, but Captain America decided to help clarify things. "What he means to say is that you should be more careful." The super soldier began to explain. "That odd green substance on his clothing seems to have negative affects on mutants."

Spider-Man scratched his head. "Maybe you should explain to us what happened after you capture no-face over there." He pointed at the shape shifting villain passed out cold a few feet away.

"I'll take it from here, cap." Wolverine managed to sit up a little higher, his regenerative abilities just now beginning to repair the injuries he had received as the chemical's affects slowly wore off. "I found Magneto trapped in here like a test animal. He was trapped in a tube of this green stuff, almost like the big man was using him as an experiment."

"Did you discover what the Kingpin wanted with him?" Warren Worthington questioned.

Logan let out a small groan before gathering himself again. "I don't have a clue what he was up to, seeing how the fat man didn't seem to care much for mutants even back when I was his prisoner. All I know is that when I tried to open the tank, that liquid came into contact with my body and then it felt like someone had set me on fire."

His war buddy glanced over at the man on his shoulder. "He passed out for a few minutes while I tried to help him, but I couldn't do much. Shortly after that, you guys showed up."

The group fell silent and considered their situation, all of them realizing that they were still inside an enemy's base which was now surrounded by police. The explosion outside and rumbling downstairs indicated that the fighting was still going on, but it was still nothing compared to the noise from before. Whatever was going on outside the room, it was clear that the gang war was slowing beginning to wind down as the criminal factions were incapacitated or arrested. As these thought filled their minds, the white-haired mutant lying at their feet slowly opened his eyes.

Magneto shook his head as he came too, the chemical having had enough time to regain feeling in his body. As his hearing returned, the mutant listened around at the people around him, realizing that he recognized the voices as his enemies. The others were also recognizable, but much less so. The first he remembered from recently, although he was unable to remember exactly who it was, while the second voice seemed to echo through the years from moments long past… Years he would rather forget.

He banished these thoughts from his mind, as his vision cleared. "Where am I? What's going on?" he asked in a demanding drawl, his gaze hardening as he saw the familiar faces of the X-Men.

Scott was unsure of how to address a man who had tried to kill them so many times, but at the moment his feelings towards the situation were mixed at best. "That's… I little bit hard to explain."

"Why don't I take a crack at it?" Spider-Man added, instantly drawing away the magnetic mutant's attention. "You were captured by those creeps at the museum after you beat me up." When he saw the man's uncertainty, the arachnid slapped his palm against his forehead. "Gee, you beat me up twice in art museum of all places, and you still can't remember who I am."

Magneto's eyes narrowed dangerously, his hand reaching out in a failed attempt to activate his powers. "I remember now… Those animals that attacked me that night. You were one of them!"

Peter Parker waved his hands around defensively as he leapt backwards away from the mutant. "Whoa, I was only trying to stop you from stealing that stone from the museum. I honestly had nothing to do with the guys that kidnapped you."

"We did some digging, and it looks as though you were set up." Wolverine replied, looking as though he had lost interest in helping him.

Magneto groaned as he struggled to stand up, his strength returning to him. "I see no reason why human criminals would seek me out, thought this does interest me somewhat."

His eyes scanned the room for a moment as he stumbled around, catching sight of a familiar piece of headgear that had been taken from him during captivity. Summoning his helmet from the inside of a glass case they had placed it, the metallic object smashed through the glass and landed in his hands, allowing him to put it on hi head. He shifted it around a few times to get it in the right position. As he stood up to his full height, the small shadow cast by the helmet gave his aging face a dark, almost malevolent appearance.

Without so much as a backwards glance at the others, he raised his hand, his full powers returning at last. In a demonstration of his fury, the mutant terrorist shattered the metal objects in the lab, the others cringing slightly as he turned all of the expensive machinery into crushed piles of misshapen rubble. The only reason he did collapse the metallic walls was that he was currently standing in the room. At the moment, he had little desire to challenge the heroes or give the local law enforcement a reason to pursue him.

"We know you're after that set of gemstones!" Wolverine stepped in front of his foe, facing him down like an angry predator.

Magneto glared at him before sending the feral mutant flying backwards with a casual wave of his hand. The other heroes turned on him, but he instead pinned the Weapon X mutant to the metal floor with his magnetism. "I would reconsider if you positions were reversed. His skeleton is laced with adamantium… You do the math!" he hissed.

"This man saved your life… Have you no honor at all?" Captain America stepped between them with an angry expression.

The magnetic mutant seemed to acknowledge him for the first time, although his eyes widened in surprise as he saw the man up close. He looked exactly like the man that had saved him from the concentration camps all those years ago, but for obvious reasons it seemed almost impossible that he would still be alive. As if driven by these painful memories, the Holocaust survivor hesitated to attack either of them. After several maddening moments, he lowered his hand and dropped Logan on the ground, glancing between the two men as memories of his past began to overwhelm him.

Drawing himself up to his full height, the mutant activist floated into the air like a malevolent spirit, eerily gliding towards the blue-clad hero. The two exchanged glares as they came within a few feet of each other, it was Magneto who spoke first. "You wear the garb of the legendary super soldier… Who are you?"

Steve Roger had grown tired of answering this question, but he knew why people found the answer so unbelievable. "I am Captain America, and this remains true whether or not you choose to believe me."

The costumed mutant terrorist took in his facial features, and he could see no sign of a lie, or any differences from the man whose face had been permanently burned into his memory. Everything about him was the same, down to his voice and even his presence. Erik Lehnsherr blinked, the scene before him changing to a memory. He saw himself as a child, riding on the shoulder of the legendary hero as they fled the concentration camp. A German soldier fried a weapon to stop them, but he raised his hand to reflect the projectile, saving them both in the process. He blinked again as his mind returned to the present day.

"I see…" Magneto replied solemnly, his reaction making the others unsure of whether or not he actually believed the answer that he had received.

"We ain't done with you yet, bub!" Wolverine charged him again, only to find himself pinned to the floor a second time.

"I don't see why I should answer to any of you." Magneto raised his hands, ripping open the ceiling of the building with his powers. He floated into the air so that he was about ten feet above their heads, his head turning to face the patriotic hero. "It does not matter if you are who you say. I will spare your life in the memory of the legendary soldier."

Scott made an attempt to restart the conversation. "Just what exactly are you planning to do with those artifacts?"

The mutant terrorist turned away from them as he slowly rose higher into the air. He now addressed the mutants. "Since you have saved my life today, I see no reason for us to fight amongst each other. Mutants should not be divided… but if you raise a hand against me, you are my enemy!"

With this ominous warning, the magnetic villain used the surrounding debris to create an orb, concealing himself within the metal sphere. The object floated through the air and into the skies, shrinking as it slowly vanished into the distant clouds. He left them behind with confused expressions, most of the heroes not certain of what to think of his words. To the mutants this was very typical of their nemesis, having dealt with Magneto many times. Captain America was most confused of all considering that the stranger acted strangely towards him despite the fact that he had never meant the man before.

Wolverine practically read his mind, and quickly jabbed him in the shoulder. "I'll explain what he was talking about later." He muttered so low that only the two of them could hear.

The other mutants spoke amongst themselves, but Spider-Man was he first member of the group to speak up again. "I love a good mystery as much as the next guy, but I think it's time for us to get the Hell out of here. We're still in enemy territory…"

Captain America bent over and retrieved the unconscious form of the Chameleon, slinging the man over his shoulder like a sack of garbage. "Logan and I have to get this guy to the local authorities and contact our superior to pick him up."

"Aren't you coming back the institute with us?" Cyclops added quickly.

"Speaking of which, where is Jean?" Wolverine had noticed her absence earlier, but it had hardly been the time to mention it.

Warren Worthington shook his head with a frown. "I regret to say that she was injured during the battle and had to go the hospital. The paramedics I spoke to earlier said she should be fine, but I made certain she would be safe before coming back here to help these guys clean up the mess."

"That's good to hear." Logan was relieved by this, but he quickly decided to address the first issue. "As for going back home… I'll meet you guys back at the institute as soon as the cap and I are finished up with that pest." He flung his finger over his shoulder at the villain.

The two World War II veterans exited the room and disappeared from view while the remaining heroes followed after them. Angel grabbed onto the remaining mutant and took to the skies though the hole where Magneto had escaped only minutes ago and headed for the nearest rooftop to land. Spider-Man prepared to flee the scene too, but as he was about to jump from the window, he remembered something he had been told at the beginning of this mess and waited for the others to be out of earshot before turning to face Scott and Warren.

Realizing this could help them, he leapt from the Kingpin's lair and swung to the rooftop where they were resting, landing several meters away from them with a well-placed landing. "Wait, I need to tell you guys something before I go!"

"Yeah, what is it?" Cyclops looked up at his new ally, his distrust from before having vanished during the battle.

"Meet me on this same rooftop tomorrow at noon… Once we've had the chance to recover a little bit, there's someone I want you to meet." Spider-Man answered.

Angel raised an eyebrow in confusion. "Who are you talking about?"

"Just trust me… I think she'll be glad to have some visitors." The masked vigilante replied with a casual wave, bending backwards and intentionally falling off the building just so he could save himself moments later with a blast of webbing.

They watched him go before Angel spoke again. "He's hasn't given us a reason not to trust him. Are you planning on staying here another day, or would you rather take Jean back to the institute?"

Cyclops nodded in agreement. "First we should probably head towards the hospital and see if she's all right."

"All right, but my wings are a little tired…" the flying mutant looked slightly amused by the idea. "We'll go check on my car, assuming that it wasn't destroyed during this chaos."

Several Hours Later…

Several miles away from the city, the Kingpin and his assistant were holding up in a hidden laboratory of his own design, very similar to the bunker that had been destroyed during their encounter with HYDRA and X-23. The deformed researcher sat at the computer terminal in the center of the room, silently working as his employer paced the floor impatiently. They escaped the ravaged headquarters via helicopter amidst the ongoing battles, barely managing to get away from the warring factions as they exited the city.

The crime lord walked with a slight limp, having been injured during his battles with Silvermane, Daredevil, and Spider-Man. Of the numerous heroes and villains that opposed his rule of New York City's underground, he considered the three of them to be his arch enemies. They were constantly attempting to remove him from power, and for the first time in his career the enemy had not only raised his main base of operations, but the crime king had also been forced from his lair by the attackers. The very thought made his blood boil with outrage, although for everything they had lost, he was still alive.

"Would you like the good news, or the bad news first?" Landon asked cautiously.

"I am in no mood for these games! Just get on with it!" Wilson Fisk seized his head scientist by the shirt and shook him angrily.

The deformed man looked disheveled as his superior let him go, taking a minute to straighten his tie before sitting back down. "The good news is that I have established a connection with the mainframe back in the lair… The bad news is that every last bit of information has been deleted from the hard drive!"

Kingpin glanced at the screen his eyes widening in fury. "You must be joking!" he bellowed loudly, smashing his fist into the floor with unrestrained force.

His subordinate eyed the small crater he had made with distaste before turning back to the screen. "I wonder if Silverman purposely distracted you with the intent of destroying the mainframe computer. With all of the information in your communications and intelligence network deleted, we have no means of maintaining your criminal activities."

"Who could have done this?" the larger man barked, his anger evaporating as he realized the truth of the situation. "It will take far too much time to rebuild my empire and reestablish my criminal network."

"Furthermore, there is a large amount of incriminating evidence inside your headquarters." The disfigured scientist struck a thinking pose as he considered how they could have allowed this to happen. "It still doesn't make any sense though… Someone would have had to hack the mainframe from within to have any hope of causing this amount of damage to the system. I doubt that even Silvermane has the intelligence and resources to have orchestrated something like this."

"Hack into the police stations computers and see if they have anything relevant that may help us." His employer replied.

Hebert Landon spent several minutes punching in codes and using his skills to decode passwords and pass through the firewalls of the network. Upon entering the back door he had found to the law enforcement database, he scrolled through many pages of police files, quickly finding the most recent captures. His eyes scanned the screen quickly, taking in every bit of information he could possibly find. It seemed as though the New York Police Department actually managed to capture several people on both sides of the battlefield.

The deformed man placed a fist to his lips and cleared his throat before speaking again. "Well according to this information from the police, Silvermane was captured hours ago along with Tombstone and Hammerhead. Several of our own men were taken as well, although it seems like Doctor Octopus was nowhere to be found when law enforcement raided the building. Other than that, we have very little to go off of."

"If that is the case, then I highly doubt Silvermane was the one who orchestrated this tragedy." The Kingpin's thoughts raced as he pondered the situation. "Considering that this ordeal seems to have resulted in the destruction of both of our criminal empires, it seems as though someone else used us to eliminate each other. The question remains… Who was it?"

"It's strange that this would happen so suddenly, but if the police managed to link you to this incident, you will become a fugitive." The disfigured man added hesitantly

Wilson Fisk looked positively murderous in that moment as he picked up his servant, tossing him onto the floor out of frustration. The man groaned in pain, but the large crime lord chose to ignore his suffering. "Know this!" he pointed at the injured researcher. "No matter what the outcome of this catastrophe, I will have my revenge on whoever was responsible!"

The mutated scientist shook his head. "But we've already lost so much! Wouldn't it be wiser to just…"

"I shall find whoever did this and show them how it feels to lose everything!" the Kingpin shouted angrily, shaking his fist in the air. "Mark my words!"

Meanwhile…

Deep in the bowels of the HYDRA terminal, a man wearing a red suit sat in the communication's room, a satisfied expression on his face. The Gorgon held a small flash drive in his hand, looking slightly bored as he played with the device while waiting for his contact to show up. There were several guards outside waiting for him to give the word so they could head back to Europe, but he had warned them to wait until they had what they needed.

The doors behind him swept open, revealing the form of a muscular man wearing a form-fitting black outfit, a helmet-looking mask on his face with two sets of angular horn-like attachments. He wore boots and gauntlets in a similar color to his mask, a skull and crossbones symbol emblazoned on his torso area, and a large scythe in his right hand. The newcomer was rather tall, a large red cape covering his shoulders and reaching slight past his knee area.

"So they sent you, Reaper." Gorgon raised eyebrow behind his dark glasses. "I was expecting Viper to show up in person to clean up this mess, but instead they sent you. The boss was pretty upset when she lost crucial information and depleted the resources of the American HYDRA branch, just to recapture her worthless experiment."

Grim Reaper took a seat across from the other man, casting him a grimace through the shadows. "Baron Strucker was deeply upset, considering that she allowed the experiment to escape and then suffered losses every step of the way. She was stupid to bring the actual files to the fat man's doorstep."

"Which reminds me…" Gorgon's demeanor suddenly became businesslike as he placed the small pocket drive onto the table "Per my instructions, I manipulated Silvio Manfetti into attacking the big man."

"I heard that you actually offered him something in return for his cooperation." The shadowy villain commented with a confused expression.

"That old relic wanted something that would empower him, so I provided his Maggia with some technology to create a battle suit for their boss. He believed I was planning to assist him, but instead I had our agents infiltrate the Kingpin's lair and steal back everything he took from us. For good measure, they also used the terminal in his main laboratory to wipe out his entire system."

The caped villain took the stick drive, turning it over between his fingers. "Would I be correct to assume that you stole everything from him?"

Gorgon dispensed with his grim expression for a second, looking almost pleased. "It took some time to get it all, but the team brought technology that was specifically designed to copy the data from his network. Basically, you hold the Kingpin's entire criminal empire in your hands…"

"This could actually be helpful to us in the future." He replied in a hoarse voice that sounded almost like a whisper. "I believe that this may be enough to make up for Madame Hydra's failure."

The red-suited commander realized that they still questions of their own that needed answering, but decided to put it aside for now. After invading the Kingpin's base of operations, they had returned to find out that the security system for their own lair had been deactivated upon their arrival. The Hobgoblin had also vanished the previous night, although this hardly a problem considering he had been expendable from the start. They assumed the first issue mentioned had been a system malfunction, because there was no major proof that anyone had been inside while they were gone.

"The transport is ready… We're leaving!" Grim Reaper stood up and swept from the room, his cape fluttering behind him.

"We'd better get going then." The mutant stood up as well, following after his fellow agent. "It wouldn't be good to keep Baron Strucker waiting, now would it?"

Note to Readers: Longest chapter yet… Sorry if the quality has slipped any, but I want to finish this story now that I have the inspiration to write. I'm sure you guys think it doesn't look like anyone really won this time around, but you haven't seen what Norman Osborn was up to yet either. I think next chapter will make the plot a little clearer than before. As usual, I'm sorry for any typos or mistakes in spelling and grammar, but I usually write this story late at night.

Please **REVIEW**… I'm at an all-time low again and only getting about one review per chapter. Still, even that one review helps motivate my writing. Maybe I'll add some romance to the sequel to hook in readers, seeing how the action scenes don't seem to work as well. If you guys like anything about the story in particular or made any observations that can help me, I will be more than happy to hear about it.

As for the plot… It's about to start winding down and will begin to reveal a LOT of things more relating to the sequel, and will allow the relatively small focus of the X-Men Evolution series to broaden into the Marvel Universe. The individual members of the X-Men will also receive more focus, as will the Brotherhood and Magneto's Acolytes. The Kingpin may have avoided arrest, but his continued role in this story will be minimal if he does pop up again. He was the main villain in the New York story arc, but as you can see, it's beginning to wind down.


	24. Chapter 24

**Chapter 24: Legacy of the Conqueror **

Disclaimer: I do not own any Marvel characters of logos.

Scott and Warren had checked on Jean after the battle, although most members of their so-called team were still unaccounted for. Wolverine had left with Captain America almost immediately after the major threats had been neutralized, taking with them the villain they had been sent to arrest. The others had escaped Crime Central shortly after the enemy's defeat, but the final outcome of the struggle was controversial at best. It was a very meaningful victory most, especially the cities heroes and law enforcement who had fought long and hard to topple the gangs of New York. Most of all, the citizens no longer had to worry about super villains and the crime lords endangering public safety.

To the X-Men involved, it was not a completely solid victory. Jean and Scott had been sent to Manhattan to investigate the activities of their arch enemy, although they had found out very little despite how long they had been around. They had discovered small tidbits about what Magneto was up to, but by the time they found him, they were weakened from the previous battle and incapable of fighting him. Unable to force any answers out of the magnetic mutant, they were forced to let him go, left only with a handful of cryptic words.

If that were not bad enough, they had received more press than they had wanted. The last few weeks had not been very productive, and to make matters worse, Jean had been forced to spend a night in the hospital after her battle with Doctor Octopus. After the fight was over they had visited her to find that she had sustained minimal injuries despite what happened earlier. Her arm was in a sling, and she suffered slight head trauma after her violent encounter with the mad scientist, but otherwise she was relatively unharmed.

Ever since her release from the hospital, they had been trying to take it easy, but due to Spider-Man's proposal they were still out and about. The three mutants had followed the web slinger for several miles, watching him slip in and out of sight as they walked around in casual clothing. He did not want to put them in danger in case they were attacked by his enemies, so in return the wall crawler had decided that guiding them from a distance was probably a better. They watched him swing through the air several streets ahead of them, silently following his lead as quietly and casually as they could.

"Are you absolutely sure that your injuries are healed?" Scott questioned, his focus shifting to the girl standing beside him.

The female mutant bit her lip to stifle the pain, and after a few moments of doing this, she winced and forced a smile. "I've been better, but I think my pride hurts more than my arm." Jean answered with a witty expression. "I still can't believe we became involved in something like this, and ever after finding Magneto, things still didn't turn out the way we were hoping."

"What can we do?" Cyclops shrugged with a half smile, his eyes focusing on their guide as he slipped into another alleyway. "Hmmm… Well I can't say that I ever expected him to cooperate, but at least he didn't attack us. The fact that Logan saved him probably had something to do with that, although I would guess that even someone as disturbed as Magneto has some shred of honor."

Jean paused in thought, subconsciously scratching the side of her face with her finger. "I wonder if Professor Xavier will be able to make sense of anything that happened to us while we were here." she put forth optimistically "Although we weren't able to find out much, maybe something we saw or heard can help him figure out what the Acolytes are up too."

These thoughts worried her deeply, as she remembered getting a message from the institute during their stay, telling them to watch out for new enemies. The psychic mutant was certain that their former teacher wasn't talking about the costumed villains they ran into during the gang war, seeing how they hadn't even become involved in that mess yet. If one thing was certain in this mystery, it was that their old nemesis was gathering mutant followers for his mutant extremist group to replace Gambit and Colossus after their defection, and maybe even more for the sake of their misguided cause.

"We should just be glad the enemy hasn't tried anything more drastic than a few robberies." She added nervously.

Cyclops scratched the back of his head with a similar expression. "After hearing what Magneto said to us, it looks like this investigation actually created more questions than answer. If only we had been strong enough, we might have been able to force him to tell the truth."

"Or at least captured him so that the professor could probe his mind…" Jean answered helpfully, her thought wandering again to what their nemesis was really up to. "I still think that whatever power he has to elude Cerebro might not be so effective against us if we were able to bring him to the institute."

It was clear from Spider-Man and Wolverine's recent testimonies that Pyro and Sabretooth was still with their master, but the second man he had described was certain unfamiliar. The X-Men had never once encountered a man wrapped in red clothing that wielded glowing weapons. So far the description they did not fit any particular mutant they knew. The only consolation they had so far was that his group had not grown large enough to challenge them directly, or else they might have made their presence known more publicly by now. It was unclear whether of not the Brotherhood were still involved with him, but right now this was hardly a need for their concern.

They continued walked for several minutes, ducking into another alleyway as the arachnid-themed hero swung around another corner. When they had walked about halfway through the darkened space, the two X-Men cast worried looks at each other, their eyes settling on the winged man stand ahead of them. Warren had walked ahead of them, having worn his long jacket to hide his angelic wings from view. It looked strange during to see someone wearing a heavy coat in hot weather, but it was still better than the alternative.

Cyclops inched forward, tapping the flying mutant on the shoulder. "Do you know where he's taking us, or is this some kin of trick?"

The independent mutant paused as he considered the question, although when he looked back at the others, his expression was less than reassuring. "I may live in this city, but that doesn't mean I know every inch of it." A soft sigh escaped his lips. "Who knows? I would trust the web slinger with my life, but he's got a sarcastic wit that can sometimes get the best of anyone… Maybe he was just pulling your leg?"

"Gee, and here I was beginning to think of us as friends…" the masked hero's voice rang out as he greeted them from the roof of the nearest building.

Before they could finish the conversation, the masked hero dropped down from the building above, landing gracefully a few yards ahead of them. It was obvious from his comment that the wall-crawler had heard their whispered conversation. He approached the three mutants with a relaxed demeanor, silently glad that they were out of view of the public now. This particular alley was actually a dead end, meaning that they were safe from any prying eyes. Of course the person whom he wanted them to meet preferred not to be disturbed at all, making this particular location a good spot.

"Nice place, but I don't think we'll be meeting anyone particularly helpful in an alley." Scott added with a glum expression.

His girlfriend glanced around at the brick walls of the surrounding buildings, raising an eyebrow in confusion as she saw that there were no doors or windows. "Are you sure this is the right place?" her eyes shifted to the wall crawler. There have got to be thousands of places like this in New York, maybe you made a mistake?"

"Oh no, this is the place." Spider-Man replied, stepping towards the back wall.

Without even explaining, he shuffled up to the building which blocked the way out of the alley, resting the bottom of his foot onto a small mark on the street. Although the others couldn't see exactly what he was doing, the vigilante decided it was best not to tell them for fear of his benefactor's wrath. A tiny symbol depicting a spider was inscribed into the cement, although anyone who didn't know its significance would have mistaken the marking for graffiti. Since the city was loaded with marked walls and sidewalks due to the gang violence and drug wars, this was actually a good thing.

The arachnid exerted a small bit of force, pushing down the hidden button under the pavement, the action causing the illusion of a wall to vanish, revealing a heavy metallic door where there had only been wall just moments ago. His companions looked mildly surprised, but Warren also used a similar method of hiding his underground base, and so did the crime lords of this city. The same though floated through their minds as they realized how strange New York really was in the grand scheme of things. It seemed as though most of the world's superheroes and their villainous counterparts operated in the city.

Cyclops tensed up as the swung open by itself, revealing a dark passage beyond. "Okay, that was weird…"

"More to the point, where exactly are we going?" Warren Worthington added thoughtfully.

Spider-Man shrugged off their questions. "An old acquaintance of mine lives here that might be able to help you guys, but I don't know if she'll be happy to see you." He glanced at the entryway and shrugged in boredom before turning his attention back to the others. "Since he just rolled out the red carpet, the old broad was probably expecting me to show up."

"What kind of a game is this, Spider-Man?" Scott Summers stepped forward with a slightly aggressive look.

"Don't get so suspicious, especially since he's only trying to help us." Jean Grey nudged him with her good arm before casting an apologetic expression towards their ally. _"I read his mind, he's not lying to us!"_ she whispered inside of her boyfriend's mind so that only they knew what was going on.

Angel walked to the entryway so that he was standing in front of the threshold, narrowing his eyes as he looked into the depths of the darkness. "I don't mean to be rude, but what kind of person would live in a place like this?"

Although it didn't seem as if he wanted to harm them, this question caused the vigilante a sense of discomfort. He racked his mind for the right way to answer, although he couldn't describe her that easily. When thinking about Madame Web, the first word that came to his mind was creepy, although this hardly did her any justice. As strange as she could be, the precognitive woman was extremely helpful in the rare instances that she decided to lend him her assistance, and very rarely did she give him a reason to doubt her intentions. Due to her enigmatic nature and mysterious personality, he didn't feel comfortable calling her a friend, but she was no enemy.

"Hmmm… That's actually a difficult question." Spider-Man answered in a reluctant tone. "The only way anyone can as if they actually meet her I person, and even then you might not be able to form a solid opinion."

Jean had been listening carefully, and quickly picked up on the hints he dropped. "So this person is a woman, then? How exactly can she help us?"

"She's certainly an odd person, but I'll leave the rest up to you to figure out when arrive." Peter Parker stepped into the dingy hallway beyond, gesturing forward for them to follow him. "She probably knows we're here, and we shouldn't keep her waiting."

The three mutants glanced at each other for support, sharing a collective nod as they followed the arachnid themed hero. Angel stepped into the darkness first, closely followed Jean, witch Scott standing in back. He turned around and shut the door, blocking out what was left of the light as they entered the darkened passage. After taking a few steps, Spider-Man took out a flashlight and left his companions forward, the light guiding them through the odd series of rooms beyond. The beam's low revealed the presence of old furniture and a television set, all of which were covered in a thin layer of dust from lack of use.

"It looks like someone died in this place?" Scott pondered as he glanced around the room, the ruby hue of his glasses making things more difficult to see clearly

The masked hero shushed him as he pushed aside a chair, allowing them to continue. "See that room ahead." He pointed the flashlight in front of them. "Just keep going!"

Despite the fact that the area was not very large, the apartment-like space was cluttered with junk of all different sorts, making maneuvers troublesome in the limited lighting. As they went through a door and into the second room, the X-Men began to notice strange machinery and a jungle of wires covering the floor. Although they had yet to find out the source, the group could see another source of light pouring in from behind a door up ahead. They paused in anticipation as Spider-Man slide open the entry and entered the lighted room beyond, using his hand to usher his companions to do the same.

The group froze in surprise s they entered the room, the single light bulb dangling above their heads revealing a silhouette behind curtain at the far end of the room. It was a spacious area with bare walls, the wires from the previous room trailing through the entry and under the curtain in front of them. It was clear that whatever lied beyond must've been the person using all of the machines they had seen just moments ago.

"Are you awake, old lady? We've got some business to discuss!" the wall crawler called out loudly enough so that she would hear him in either case.

"Is that any way to treat your elders?" The group jumped slightly as an elderly female voice filled the room, seemingly coming from everywhere at once. After a moment of silence, a loud sigh echoed from beyond the veil. "Of course I am conscious, or else you would have never received such a warm welcome."

Spider-Man's mind returned to the door opening by itself when they first came to her lair, having expected that she was behind it. Her machinery allowed her to perform small tasks and also acted as life support, therefore he was not very surprised by this turn of events. His focus changed as the curtains at the end of the room swept aside to reveal the form of an elderly woman sitting in a chair with a large, metallic, web-shaped apparatus attached to the back of it. The sheer size of the hardware was so large that it almost touched the ceiling of the room, and the wires seen earlier were plugged into the chair and some into her body.

The mutants were clearly much less comfortable towards her shocking appearance, having rarely seen such outlandish equipment. Her entire body was encased in a sort of clothing which covered her legs completely, allowing a single tube to trail off of the end where her feet were like an umbilical cord. She seemed almost as if she were attached to the chair, although her arms were free it seemed as if the rest of her body was unable to move at all. Her face and hair looked relatively normal, although the red visor she wore reminded Scott vaguely of his own ruby-quartz glasses.

Seeing that they were not about to say anything, the old woman addressed her young acquaintance. "Normally I would contact you, but instead you have come before me." She began with a mysterious expression. "And you have brought friends as well… Do you care to explain why, or must I simply assume you need my help?"

Peter Parker nodded as he approached her. "These people helped me during a gang war against the Kingpin, and now I want to return the favor. After hearing them out, it's obvious that many of things you told me about during our last meeting may have something to do with them, and I believe you can provide the answers."

The elderly woman raised an eyebrow in confusion, glancing towards the others with a pensive expression. "Ah yes, so it seems that the X-Men have come… From this encounter, it appears things are going precisely as I foreseen."

"Wait a minute? Are you saying you know who we are?" Scott replied, his eyes widening in shock behind his tinted eyewear.

"Not entirely, but that is beside the point." Madame Web seemed unfazed by the outburst, her expression remaining unchanged. "Do not take me for a fool… I know many things that you could scarcely begin to understand, and also some things that would be far beyond your current comprehension."

Jean Grey looked as though she had just been violated, clearly shocked that this person they had never met before somehow knew even this much. Pausing for a moment, she silently went through memories of every person she had ever met, but this mysterious woman was clearly not one of them. At this moment, she realized what the wall crawler had meant when he said that there was no way to judge such a person without meeting them first. She was everything he had said, and yet much more.

"Who are you? What are you?" the psychic mutant stammered nervously as she moved to stand beside the masked hero.

Scott stepped in front of his teammate as if to shield her from their host, folding his arms with stern expression. "That's precisely what I would like to know. The question is, will you explain before we continue this conversation?"

Spider-Man turned towards him suddenly, waving his hands defensively. "Ease up there, bright-eyes… She may be a little creepy, but I can promise she means you no harm." When the others calmed down a little, he glanced over at the person behind them. "No offense…" he added hastily.

"None taken." the elderly woman added kindly, smiling with an amused glint in her sightless eyes. She looked at the trio of mutants and nodded solemnly before addressing her company again. "Introductions are fine, although I would prefer if you would do the honors. I recognize your winged friend, but what of you both?"

The younger woman gave her an apologetic expression, exchanging a quick glance with her boyfriend before speaking to the sitting woman. At this point the two mutants realized they had little other choice but the cooperate, considering that the person they were facing had yet to give them a valid answer to anything. Although she was hardly in her prime, Jean had noticed a sense of amusement radiating from the elderly woman, although attempts to read her mind were remarkably difficult for some unspecified reason that she ha yet to figure out. It was almost as if she were blocking any outside penetration with mental abilities of her own.

"I sense you were trying with no avail to read my mind… Your psychic abilities are most impressive, Miss Jean Grey." Madame Web answered with a clever smile.

"She asked for our names, and seems to have already known yours." Cyclops thought out loud, looking even more surprised than before.

The young telepath glanced over at the older woman in horror. "Not only did you sense my probe, but you blocked it and managed to delve into my thoughts without me even realizing what was going on!" she analyzed the situation, her wary expression turning to shock. "That wouldn't be possible unless…"

"I was also a mutant…" The mysterious woman finished her sentence for her with a knowing smile. "Your hypothesis is a correct, but perhaps dear Mr. Summers would be so kind as to ask the questions you want answered."

"Stop that!" Cyclops took another step towards the woman, getting the same feeling from this woman as he would from a stalker. "You shouldn't go around violating our private thoughts."

Jean nodded quickly in agreement, her surprised expression twisting into a serious glare. "It is an invasion of someone's privacy to use telepathic powers to read their minds, especially if you have no prior motive or reason behind it."

"If that is your rationale, then perhaps you would care to explain how what I did was any different from you." The elderly mutant surmised with a thoughtful expression. "I did not once give you a reason to believe had hostile intent, yet you would be so evasive as to pry into another person's mind without provocation. Explain the difference, and I will apologize…"

The young telepath thought for a minute, although she realized that the woman's logic was simple and straightforward, leaving little room for argument. As stubborn as she seemed during their initial encounter, the older psychic seemed quite sharp for her age. Realizing that they were mistaken, Jean placed a hand on her boyfriend's shoulder to calm him down. She moved past him and approached their host with a less hostile expression, shaking her hand as if they were meeting for the first time.

She stepped back and forced a smile despite her irritation with the older woman. "Let's start this conversation over. Although you already know, I'm Jean Grey and this is Scott Summers. We're both mutant instructors from the Xavier Institute." She greeted in a much more polite manner.

"There now, was that so hard? I admit that I don't get visitors often. And was trying to entertain myself… For that alone I must apologize to you both." the mysterious mutant replied with amusement. After a brief pause, her expression became much more serious than before.

Scott looked much more level-headed than before, having taken time to calm down while the others were talking. "Not that we have that pesky little mystery out of our way, would you be so kind as to tell us who you are?"

The sitting mutant's expression lightened again. "Introductions are fine so long as they are done properly. If you must call me something, I am Madame Web."

"Bet you can't figure out why." Spider-Man added in a sarcastic drawl, his arms gesturing dramatically towards the web-like apparatus connected to her chair.

"Ah yes, perhaps I should explain to spare your friends the suspense." She answered with a weary sigh. "This machinery you see is a powerful life-support system that was purposely designed to keep my alive. I have any number of disabilities from blindness to paralysis, and thus I cannot move or see. Aside from my mutant powers, I am very much an invalid..."

Angel had remained quiet up until this point, but his curiosity had finally gotten the best of him, and he joined the others. "With all due respect, what kind of powers do you possess?"

Madame Web considered the question for a moment before answering him. "In all actuality I possess many different psychic abilities, among which are telepathy and foresight." She stated, consciously leaving out her other abilities. "The latter is by far the more useful of the two, because it allows me to see the future even though my physical blindness prevents me from seeing that which sits before me."

"That could explain how you knew so much." Cyclops scratched the back of his head, looking slightly ashamed for sounding so rude earlier. "I guess maybe we shouldn't have been so quick to judge you."

His girlfriend wore a similar expression, although she now knew that their host was unable to see them. "I'm sorry too…" she paused before resuming the conversation. "Actually, it's pretty rare for a mutant to possess more than one mutation, particular when it comes time to mental abilities. I'm a telekinetic and a telepath."

The crippled woman looked as though she were pleased with their greetings. "I am glad to see we have all come to an understanding, but at the same time I feel as though it would be wise to address that which you came to ask."

The room fell silent as they thought about Magneto's recent actions and the mess that happened during the Gang War, but there were so many blanks in their combined stories that they had no choice but to ask for help. Angel and Spider-Man were both quiet due to the fact that their involvement in this particular case was minimal, but at the same time both heroes were interested to hear if Madame Web had anything interesting to say about it. As strange as she could be, the precognitive mutant had become their last hope.

Jean walked a few paces towards the elderly woman and bowed her head respectfully. "A mutant named Magneto recent came to this city in order to obtain a set of crystals from the local historical galleries and collections. We would like to ask if you know what use he could have for such artifacts."

"Magneto you say… I had an interesting encounter with him not so longer ago." She answered with a spark of interest.

"It figures he would have come after you too." Spider-Man replied with a sigh.

"What did he want with you?" Scott Summers added quickly, his attention diverting back to the elderly woman sitting in front of them.

The older mutant's mouth became a very thin line as she remembered that day. "He desired to use my power to do terrible things, and I frown upon giving anyone specific information concerning the future." Her aged face twisted to reveal a grim sense of irritation. "When I refused to join his mutant crusade, he threatened to kill me, but ultimately acknowledged the futility upon realizing that I did not fear death."

"What happened after that? Did he just give up and leave you alone?" Warren questioned.

Madame Web nodded in agreement. "Fortunately he came to his senses and departed, but I instantly knew from this encounter that he wanted my help to find the whereabouts of those gemstones that Miss Grey mentioned earlier."

Cyclops leaned forward slightly in anticipation. "So you know about them, then?"

Madame Web fell silent as she thought about the answer, silently searching through several visions she had received over a long period of time. While this might have take hours for someone less skilled, the psychic mutant had an incredibly sharp wit, and a powerful mind that could instantly recall anything she had seen. Having had these powers her entire life, she had used them in her job as a fortune teller during her youth, and thus she was very skilled at finding the connections between her visions. After several minutes of putting the pieces together, the puzzle had become painstakingly clear.

When she spoke again, it was in a malevolent, brooding tone. "The artifacts that Magneto seeks have sinister purpose, but to fully understand this story, you must first understand that which transpired thousands of years ago. My visions have shown me several things from the past as well as the future… I normally prefer not to tamper with fate, but if we are to survive the calamity that will ensue, now may be our only chance!"

"Tell us…" Jean sounded resolute and demanding as she drew herself up to her full height.

"I will show you!" Madame Web cried out, an explosion of psychic power enveloping the room's occupants.

The group saw a giant burst of light as the crippled telepath assaulted their minds, her emotional restraint slipping at least. She was normally a very calm individual, but for once she had acted out of a desire to save mankind. The calamity she had foreseen was far too great, and now the psychic would do everything she could to stop it from happening. Magneto might have tried to use her powers for evil, but she was certain that the heroes that before her would create a better future. The group shielded their eyes as their minds fell under her influence, but when the light faded, they found themselves floating several thousands of feet in the sky.

It felt almost as if they were standing on top of an invisible force field as they literally stood on air, looking down at the miles of desert below. Angel tried to fly, but realized that his wings weren't working properly, while the others were too taken aback by the situation to react properly. Scott seemed the most terrified by the sudden change, but due to the nature of this trick, Jean had figured out what was going on long before her companions. Floating alongside them on her chair was Madame Web, who looked thoroughly amused by their reactions.

"What's going on? What did you do to us?" Cyclops shouted, looking around with a panicked expression.

Spider-Man's reaction was very similar to his, although he did a much better job as hiding his surprise. "I can hurtle through the air on webbing, but the last time I checked, I couldn't actually fly like this."

Jean shook her head disapprovingly. "This is all a mental illusion made by Madame Web. She said she would show us firsthand what she was talking about, so instead of just explaining herself to us, she's projecting the visions into our minds."

"You really are a bright girl… I thank you for saving me the explanation." The psychic replied interestedly, her elderly lips curling into a smile. She turned away from the redhead and focused on the group as a whole. "On the mental plane I can see just the same as you, and even better."

Warren Worthington began to ask. "But what about the…"

"Shhh!" the old woman silenced him. "I would suggest you wait until after we are finished to question the things that I am about the show you… Now behold!"

Holding out her arms in sorcerous fashion, the psychic started showing them her visions as if she had just pressed the play button on an entertainment system. At once the world below their feet sprang too life, several people bustling about living their daily lives. It was a small town in the expansive desert, resembling something out of an ancient history book. They watched in silence for several minutes, but when they began wondering why she was showing them this vision, their answers were answered immediately. The people below began running around in fright as a giant shape descended from the sky, blocking out the sun as it cast a mighty shadow over the people scurrying below in fear.

The focus of the vision seemed to close in on the giant craft, allowing the group to see a much better view of it than before. It looked almost like a spacecraft from a futuristic movie, and hovering above the flying machine was a man clothed in a form-fitting green outfit. He wore a dark magenta-colored helmet with matching gloves and boots. His garb almost seemed like some type of armor, the helmet revealing his face through a transparent section in the font, making him look like an astronaut descending from outer space. The expression he wore was one of complete confidence and mingled arrogance, his evil intentions obvious.

"What is that thing? Who is he?" Jean pointed towards the sky above, her eyes widening in surprise.

Madame Web seemed to find her reaction almost humorous. "Just relax, and watch…" she answered maddeningly.

After a moment, the vision flickered as if someone had changed television had changed the channel on a television, this time revealing the same man from before. He stood victorious atop the ruins of a smoldering city, the people bowing before him in forced reverence. The mighty spacecraft which he had brought with him covered the lands below in shadow. The X-Men looked shocked as they saw a familiar pyramidal structure rise from the sand of desert, atop of which sat the Sphinx from the main control center of the vessel they had stopped during the incident several months ago.

"We've seen that thing before!" Cyclops replied, pointing at the triangular structure.

"Indeed you have, for it is the very same object that was utilized by Apocalypse during his attempt to turn humanity into mutants. I believe it was known as the Eye of Ages" The elderly mutant replied sagely, turning to his female partner next. "As for your earlier question… The man you see before you is possibly the root of this evil. He is a conqueror who traveled back in time to take control of the world when no one could stand against him."

Angel looked shocked by this sudden revelation. "Are you saying that the man who originally created that vessel was really a time-traveler?" He stopped to consider the concept, although he found it more unbelievable then anything he had ever heard of. "That's impossible!"

"In this world, nothing is impossible!" Spider-Man shook his head disapprovingly. "Trust me pal, the things I've seen in the world of science made me realize that people can create anything, no matter how unethical it is."

Peter Parker was actually thinking of the research that had turned him into a superhero along with the experiments that had created the superpowers of his enemies. There was a time when he would have rejected the idea of created super soldiers or costumed heroes, but after becoming a subject himself, he would never underestimate the power of invention again. So many possibilities existed in the worlds of experimentation and science, and the wall crawler knew he was living proof of this. Although he knew that many people couldn't tell just by looking at him, Spider-Man was an intelligent and skilled scientist.

"His name was Kang the Conqueror, and he planned to start his conquest in Ancient Egypt using the Eye of Ages to control the land." Madame Web explained this with a grave note in her aging voice. "Redressing himself in the garb of the ruler, he renamed himself Rama-Tut and became the Pharaoh…"

Spider-Man cocked his head to the side in confusion. "Wait a minute here… If his crazy future technology really was this advanced, how could anyone stop him?"

"Rama-Tut heard of a powerful gray-skinned warrior who lived among the desert bandits. His name was En Sabah Nur." Madame web explained tactfully. Her eyes moving towards the two X-Men present. "Considering that your friends were involved in that nasty incident with those pyramids, I am certain that both of them know what comes next."

She changed the vision again, revealing an image of one person destroying the Egyptian Army with his bare hands. Alone and impossibly outnumbered, the man stood his ground against an army. Having seen his entire family and all of his companions wiped out by the more powerful force of the Pharaoh, his rage had turned into n unstoppable force, making him invulnerable to all of their attacks. Spears and arrows shattered and splintered against his flesh and the sheer force his will created psionic energy waves repelled those who dared to venture close, and expanded to destroy those who fled from his rage.

Jean had heard the story before and quickly nodded to affirm the elder mutant's deduction. "En Sabah Nur was the man who would eventually become Apocalypse. His powers were so great that the Pharaoh's forces were defeated, forcing him to flee the land and never return. The technology he left behind was used by Apocalypse later on, and…"

Madame Web stopped her by changing the vision to a point several years later, revealing an older version of Apocalypse sitting within the main control unit of the Eye of Ages, wearing his Egyptian Pharaoh garb, his retainers preparing the machine for him. Before the group of captive viewers could respond, the elderly psychic changed the scene so that they saw the ancient mutant with three of his retainers, each of which was carrying a familiar-looking gemstone into the depths of the darkness below. They were standing in an underground chamber which closely resembled that which harbored the Eye of Ages.

After a moment, the scene vanished into the darkness, the surrounding melting away like wax as the caster released her hold over their minds. I a matter of seconds, the group of heroes were back inside the dingy apartment where they had started the psychic journey, looking more confused that then enlightened by the experience. They were clearly bewildered by the experience, although Peter Parker was particularly lost due to the fact that he had not been involved during the Apocalypse incident like the mutants.

Having lost his patience, Spider-Man groaned. "I know you guys might understand this, but would someone mind telling me how this relates to helmet-head and his goons?"

Warren Worthington spared a sidelong glance at the masked man, looking as though he actually agreed. "The web slinger has a good point… Those artifacts looked familiar enough, but what does all of it mean in relation to us?"

"That is what I was about to explain…" Madame Web replied with a curt nod, her sightless eyes opening behind the red-tinted visor she wore. "I am sure that most of you understand the significance of the first weapon that Kang brought to the ancient world." she indicated the masked hero as the exception. "Unknown to most, there was a second machine from the future that still remains untouched, one that En Sabah Nur also discovered during his conquest of Rama-Tut's dominion."

Jean considered the possibilities, her hand stroking her chin subconsciously. "That vision of the crystals that Magneto was searching for must've had something to do with whatever weapon Apocalypse had found."

"Well I'm glad at least one of you was able to figure it out." The older psychic looked pleased by her intelligence once again. "The ancient mutant took control of the Eye of Ages and soon after this he discovered a second weapon that Kang the Conqueror had hidden. The second was hidden somewhere in China, and he quickly mastered the secrets of both."

"The Eye of Ages was more than powerful enough to accomplish his goals, so why would he have interest in the second weapon?" Cyclops questioned the elder mutant.

Madame Web sighed nonchalantly. "It is always important to have an ace in the hole, and thus both Kang and Apocalypse planned to use the second weapon as a back-up plan in case the first was to fail."

"Can you tell us how these artifacts play into this mess?" the winged mutant asked their host.

She paused again, her focus returning to the main point she was trying to make before. "The crystals are relevant, because they are the power source of that second device you saw in my visions of the past." The crippled woman replied tactfully. "Although I am unaware how he could have discovered these dark secrets, I would be willing to bet that Magneto managed to get his hands on this information and plans to control the machine for himself."

Spider-Man tensed up again, his look of disgust hidden by the mask. "Damn, I should've stopped that creep when I had the chance!" the hero cursed his own weakness, having been defeated not once but twice by the magnetic mutant.

"By any chance, do you know what it does?" the redheaded psychic questioned their host with a note of fear, her voice waveringly slightly as she considered the worst possibilities.

"All I can tell you is that this device is just as powerful as the weapon your team neutralized several months ago, and in some ways it may be even more dangerous than the Eye of Ages. I have no knowledge of how it works, but when used properly it has the power to control nature itself…" The elderly woman's explanation was vague, but to the point. "Put simply, if someone with dark intentions can unleash this power, that person will be able to unleash calamities in the form of hurricanes, typhoons, earthquakes, and tornadoes on a level even greater than this world has ever seen!"

The assembled heroes looked positively terrified by the concept, but Scott was the first to recover from the temporary shock. "Wait a minute!" he called out, forcing the group's attention onto him. "Magneto may be a dangerous extremist, but I can't imagine he would want to destroy all of humanity." "

His girlfriend nodded in agreement. "Something that dangerous might also result in the destruction of mutants as well, and I doubt he wants to make the world uninhabitable for life as we know it."

"I never said he did…" Madame Web answered cryptically, her expression becoming much darker as she focused her powers once more. "It is my shared opinion that Magneto would never intend to destroy the entire world, but who is to say that he will able to control this power. Any number of things could go wrong, and through my visions of the future, I have discovered that nothing but chaos will ensue if he unleashes this horror upon the planet."

The precognitive mutant focused her powers, showing them all another vision of a barren wasteland ravaged by disaster and unfit for any type of life. No vegetation or plant life remained across the expansive stretch of twisted landscape, and dust storms blew across the fields. From the view she gave them, they could see several chasms where quakes had opened holds in the Earth, the darkness so deep that they were unable to see the bottom. In the lifeless soil were the ruins of what had once been a city, the stone and wood remnants worn down by the constant beatings that nature had bestowed upon them.

Her vision dispersed once again, fading into the darkness like a distant memory or a dream, but to those who had witnessed the scene, it felt more like a nightmare that they would rather wake up and forget. All four heroes seemed awestruck by the calamity that they had seen, and it took several minutes to silence for them to recover again. Many of the things that she had told them so far had been negative, but what she had shown them just now was more terrible than all of the rest combined. If a world ruled by Apocalypse was scary, it was horrifying to imagine a world where nothing remained at all.

"I have foreseen the possible outcomes of this ordeal through my foresight, and the prospects are very grim indeed if the power sources are ever returned to that weapon." Madame Web explained rather bluntly.

Jean Grey placed a hand to her forehead, taking another moment o gather herself. "So then what you showed us is the worst possible outcome, assuming that Magneto manages to revive this machine?"

The precognitive woman shook her head, her expression darkening again. "Oh no my dear… I daresay this may be the best of many possible futures that I could have shown you. I daresay, the worst would have been far more terrible, and I would not be impolite enough to subject you to such an unimaginable horror."

Scott stepped forward with a resolute expression. "Is there any way we can prevent this from happening? If we can stop Magneto, does that guarantee the safety of the future?"

"That has to be the solution!" Jean added hopefully. "We can't allow those visions of the future you showed us to become a reality!"

Madame Web remained silent for a moment, her facial expressions inscrutable. "Alas, I have only seen these nightmarish visions of what may be." she began hesitantly, but after considering them for a minute, she slowly nodded her head in compliance. "There are many ways that the cosmos can form, meaning that nothing is set in stone. The future can change, but those of us who know must be the ones who must do it!"

An ominous quiet spread throughout the chamber, but it was quickly broken by Cyclops. "I see…" he began with an unpleasant grimace. "Is there anything else you tell us about this case? Do you know where the remaining artifacts are, and how to obtain them?"

They waited with bated breath to hear her answer, but the blind woman merely emulated his dismal expression, her aged lips turning into a thin line before she spoke. "I am sorry, but my power does not make me omnipotent. My precognitive abilities have limitations... There are things that I cannot foresee and things that even I am incapable of understanding." she closed her sightless eyes behind her visor in a display of regret. "I am sorry…"

"That's not a problem!" Spider-Man piped up, dismissing the frowns that had begun to form on the faces of the mutants with a thumbs up. "These guys are more than capable of handling this situation, especially now that they know what's going on!"

"Gee, you really know how to optimistic." Jean replied with a half-smile, looking much less confident than the masked hero.

The web slinger shrugged off her uncertainty. "I've been through a lot over the years, and having confidence that you can never hurt me. Go ahead and tell me I sound like a greeting card if it makes you feel better, but remember one thing… You won't win by copping out before the fight even begins!"

Although the others weren't entirely certain, Warren stepped up. "He's right, you know."

An understanding passed between the others, but Scott quickly turned his focus to their host. "Do you have anything else to say that might be of assistance before we go?"

"There is little more I can say, but there is some advice I wish to give you that may prove useful to everyone." Madame Web inclined her head thoughtfully before giving her answer. "There are many evils in this world, and the same chaotic future will result from any one of them seizing control of Kang's technology. Please be aware of this as you proceed…"

Jean tried to think of a proper way to express her gratitude, but for some reason she was having trouble doing this. Unable to properly show it, she turned and began to leave the room, closely followed by her friends. They hesitated for a moment each before following her from the room, all of them wondering if they should believe everything the elderly psychic had told them during their visit. As they reached the threshold, Angel opened the door to reveal the dingy living area beyond the lighted room where Madame Web lived.

Jean held open the door for her teammates, her eyes gravitating towards the lonely mutant sitting in the back of the room. "Thank you for your assistance." She called out solemnly. "I can't tell you how much you might have helped us today."

"Good luck, child…" the elderly mutant responded courteously, her lips curling into a smile as she watched them leave her abode.

As the door closed behind them, Spider-Man glanced at his mysterious ally. Somehow the blind woman seemed to sense his gaze, but she waited for the footsteps in the other room to die away before turning her head in his direction. She was obviously more familiar with the arachnid than the mutants he had brought into her lair, almost to the point where she would trust him like she would a son. Having the ability to read minds helped, but the blind mutant had never sensed any evil intent from her young counterpart.

"Is something the matter?" she asked him with a note of concern.

Spider-Man sighed wearily as he spared a look at the door where they had left. "I sounded confident back there, but do you believe they can actually succeed?" he questioned hesitantly, his frown hidden by the bottom half of his mask.

To his surprise, Madame Web smiled again. "If I believed that all hope was lost, I never would have told them anything at all." She replied in a matter-of-fact way, the visor over her eyes reflecting the light from the bulb dangling above their heads. "The fate of the world may very well rest in the hands of mutant kind, and I am just fine with that…"

Meanwhile…

Doctor Octopus had been hiding from the police for almost a day now, having woken up in the Kingpin's hideout before the police began their investigation. He was fully aware from the newspaper reports that the crime king had abandoned his empire to escape arrest and was currently avoiding law enforcement and covering his tracks, a rather fitting end for someone who had been too cowardly to enter the field himself. The mad scientist prided himself for having the guts to carry out his own crimes, although at the moment he regretted the brief partnership with the large man.

Now sitting on the floor of an abandoned warehouse, the multi-limbed villain was wracking his mind for new ideas. Having relied on the Kingpin for funding, the evil genius found himself broke and desperate once again now that his benefactor was now no better off than he was. He had learned from past experience how difficult it was to steal everything he needed for his inventions, because every time he was forced the rob a bank or a laboratory, he risked being caught by the police. If that weren't bad enough, he was also forced to contend with superheroes like Spider-Man and Daredevil, both of whom were even more relentless and intelligent than the actual law enforcement.

Letting out an angry scowl, the mad scientist sat down on the wooden crate he had been using as a makeshift chair. "To think that those meddlesome fools have forced me underground before my newest project could become a reality!" he hissed angrily, one of his metal arms instinctively smashing a nearby crate. "I will have my revenge for this humiliation."

"Indeed you shall!" an unfamiliar voice rang out through the dingy room.

The mad scientist jumped to his feet, his tentacles flailing around defensively as he searched the surrounding area for any signs of an intruder. He took in the surrounding room through his trademark sunglasses, his eyes scanning every inch that he could see. There were several rows of crates surrounding him, most of which were empty due to the lack of usage this facility had been subjected to for the last five or so years. Reaching in the direction he heard the voice coming from, the doctor seized a tower of debris and tossed it aside only to reveal that there was nothing behind it.

"Come out and face me!" Octavius screamed, his face contorting with rage at the idea that someone was messing with him.

"There is no need to be so aggressive… I only wish to talk…" the same voice answered from behind him.

Doctor Octopus swung his tentacles around wildly in an attempt to catch the figure behind him, but the enemy used the darkness to his advantage and slide in and out of the shadows as he dodged the swings almost effortlessly. From the shadowy silhouette and tone of the voice, he could tell that the strange visitor was clearly a man. The enemy seemed keen only to avoid his strikes and did nothing to counterattack, although he did managed to kick the mechanical arms away with a strength and precision normally impossible for a human. For his slim build, the intruder was clearly very strong and agile.

The super villain lashed out in anger with his metal claws, his teeth gritting angrily. "No one infiltrates the lair of Otto Octavius and survives!"

His opponent answered him with a dry chortle. "You honestly consider this a lair… I pity your misfortune."

"Enough games!" the mechanical-armed villain screamed, his sunglasses shining menacingly.

"That was precisely what was thinking…" the voice answered from the shadows.

Octavius shot one of his metallic tentacles in the direction where he heard the voice, but the enemy was prepared for him this time. The intruder reached into the sheath that hung from his hip, pulling out a sword so shiny that the metal blade glittered through the faint lighting of the abandoned warehouse. Without wasting a single movement, he sidestepped the oncoming attack and sliced the mechanical limb, cutting through the blade as easily as a sharpened knife would rip through a stick of butter.

Clearly surprised by the sudden counterattack, the mad scientist recalled his limb. When he retracted the metal arm, he immediately noticed that the end was missing, his eyes settling on the flailing remains of his masterpiece lying on the floor several feet away. The shadowy figure stepped forward and picked up the clawed tentacle, throwing the destroyed piece of hardware into the air with an effortless toss. Octavius reached out and caught it with one of his human hands, looking as though someone had just doused him with freezing water. Rather than attack his opponent again, the scientist raised an eyebrow with interest.

"How on Earth did you cut through the alloy of my mechanical arms?" Doctor Octopus questioned with genuine curiosity.

The man standing in the darkness fell silent for a moment before answering him. "My blade was fashioned from tempered steel and laser sharpened to cut through almost anything. Naturally your pathetic robotics were no match for my unstoppable blade and superior skill."

"You have my attention, but your answer to my next question may decide whether or not you live or die tonight." The mad scientist's reply was nasty, although for once he was beginning to wonder if he could carry out the threat. "You said you wished to speak with me… Who are you and why have you sought me out?

The shadowy figure stepped forward into the hazy light streaming through the window on the roof of the warehouse. He was a slightly muscular man with a tall, slim build in stock contrast to the doctor's stocky frame. The multi-limbed villain could have sworn he recognized the man standing before him from somewhere, although from where he could not remember. The sense of odd familiarity actually rattled Octavius more than anything else. He took a step forward to intimidate the enemy, but the other man did not back down.

The newcomer wore a form-fitting outfit like many superheroes and villain, except his was a deep royal purple color. He also wore yellow boots an gloves ending in white fuzzy cuffs with black spots scattered about like the lining of a king's robe, and a set of larger circular cuffs in the same pattern wrapped around each of his shoulders and neck. A dark purple mask with thin horizontal black lines decorating he surface clung to his face so tightly that it almost looked as if it were stuck, and he wore a thin golden headdress and belt of the same color. Tied to his belt were a pair of sheaths, one of which held a sword, while the man held the second in his hand.

Taking the long, thin rapier in his hand, he twirled the blade around between his fingers, positioning it so that the point faced the floor before sheathing it. "I believe we got off to the wrong start…" the intruder began with an amused expression. "Doctor Otto Octavius… I have an offer for you."

Later that Night…

Norman Osborn had been working all day in a very casual manner, despite his actions the previous night. During the attack on the Kingpin's headquarters, he had infiltrated HYDRA's secret hideout and planted a probe into their network of his own design. He doubted that the program would be noticed by all but the most skilled programmers, and had synched it with his own mainframe in order to obtain every bit of intelligence that they had to offer without them even knowing it. It everything went well, he would be able to duplicate the data in their system for himself, including the information they had stolen from the big man.

He was quite knowledgeable of everything that had transpired during the gang war due to his own network of informants within the city's syndicates, and the surveillance program he had planted in the Kingpin's network had alerted him to HYDRA's actions as well. So far everything was going according to plan, and everyone remained blissfully ignorant of the fact that he was using them to further his own goals. The only person who might've been a problem was the Hobgoblin, and he was no longer a threat.

As he went through the stolen information on his computer, Norman Osborn smiled much like his green alter ego, the edges of his mouth twisting into a megalomaniacal grin. The wealthy industrialist let out an insane high-pitched laugh very different from his own voice, looking happier than he had in a long time. Due to the recent events of the gang war, Wilson Fisk had been forced to go into hiding, thus he no longer needed to worry about repaying his loan, nor would he have to be concerned about the Kingpin's assassins. Not that they could have killed him anyway, considering that even Bullseye was unable to strike him down during their encounter.

Looking into the mirror on the wall of his office, he saw the face of the Green Goblin staring back at him in place of his own. "Back again, are you?" he spoke into the mirror.

"I told you that I was your friend." The demonic face answered back in a much higher-pitched version of his own voice. "You trusted in my talents, and in the end we were able to gain so much more than you had originally envisioned. If only Spider-Man had perished that night, all of our problems would be gone now."

"While I am disappointed that the wall crawler survived, the mission was still a success. No doubt that the information we stole from HYDRA and the Kingpin will prove to be useful in the future." The wealthy businessman spoke to his alter ego.

The Green Goblin's expression soured. "You should never settle for anything less than what we deserve, just remember that!"

Norman Osborn spoke to his alter ego for several minutes, but an ominous presence caught the attention of both of his personalities, causing him to suspend the conversation with his other half to address the situation. A black vortex opened behind him, revealing a tall armored figure with long horn-like attachments coming from the helmet on his head. Sparks of magic flashed as the newcomer materialized into the room, his eyes looking for the person that his benefactor was talking too before his arrival.

"If you continue talking to yourself like that, I may be forced to reconsider this alliance." The figure commented.

The wealthy industrialist turned to face his visitor with a look of impatience. "What do you want now? I'm a busy man!"

His visitor snickered in the darkness. "I have merely come to ask you whether or not you have made any new developments? I feel that it is essential to check on all of my assets, considering that many of the people under my service have proven less than useful to the cause."

Norman Osborn swept past him and sat behind his desk, looking unusually relaxed despite the fact that he was standing in the presence of a powerful entity. "As promised, I managed to obtain information from some of the most secretive organizations on Earth. Using this newly acquired intelligence, I have formulated a plan that will benefit us both in the grand scheme!"

"You are quite an interesting mortal to believe I would be swayed by any scheme involving this backwater world." The mystery man replied, his eyes glittering through the shadows.

"The arrogance of your kind never ceases to amaze me. If you truly were as powerful as you claim, then why ask for the help of others." The businessman answered calmly despite his growing impatience with the visitor.

The dark figure looked slightly insulted by the comment. "I would not be so desperate if my own forces had not been decimated during a recent battle."

Osborn ignored his protests and continued speaking as if he hadn't heard him. "Speaking of which, have your miserable lieutenants managed to gather more allies to the cause?"

"The recruiting process has been remarkably easy, considering how many villains desire vengeance on those who defeated them." As this assertion, his visitor could only smile. "Soon, we will have an army capable of conquering all of the Nine Realms…"

Note to Readers: It's not quite as long as the other chapters I've been writing recently, but I hope you liked it. As usual I'm sorry for any typos or mistakes in spelling or grammar, but I usually write this story late at night. Also sorry if some parts felt rushed, but sometimes that happens when you want to finish a story.

Anyway, I hope anyone who's read this far is still enjoying the story, although for those who are tired of this venture into Spider-Man's territory, I plan on going back to focusing more on the X-Men and Magneto soon anyway. Expect to see the Brotherhood soon too, because I've left them out of the loop for too long, and they were an important part of X-Men Evolution.

Don't worry if you don't recognize some of the people in this chapter, because they won't be playing much of a role in this story, and will be prominently featured in the sequel if I choose to write it. Props to anyone who recognized them… If you did, please tell me!


	25. Chapter 25

**Chapter 25: Loose Ends… **

Disclaimer: I do not own any Marvel characters of logos.

Acting as the secret peacekeepers for the United Nations, the agents of SHIELD had many secure locations scattered throughout the world, but none more mysterious than their main base of operations. The organization's headquarters was known as one of the most secure locations in the world, mostly because it was constantly moving, and thus safe from outside penetration. The mighty helicarrier was extremely large, yet even when it was stationary, the mighty structure was constantly hovering several hundred feet above the ground. It was also shielded from view by a special cloaking field that made it undetectable to all but the most advanced and sensitive scanning equipment.

The barrier also acted as a literal barricade to prevent unauthorized personnel from entering or leaving, and also to protect the base from attack. Over many years that the craft had been an active government base, not a single enemy had ever launched a successful attack. The flying fortress was all but impregnable and equipped with weapons capable of turning even the largest city into a smoldering ruin. It was a symbol to the world that good would always triumph over evil, or at least that was the impression that the government had hoped to create through the founding of the group several decades ago.

Nick Fury sat in the control room of the craft with his team, gazing out at the sky visible through the gigantic window in front of them. It was a large spacious room filled with several computer monitors where the pilots and correspondence teams were coordinating the missions of their fellow agents. There were dozens of agents on board the craft at all times to patrol the interior and monitor the flow of crucial information that came in and out of the computer systems. In many ways it was similar to the Kingpin's mainframe computer back in New York, although the most obvious distinction was that of good and evil.

"You've done a lot for us in the last few years, but that doesn't mean we plan on excusing your interference in SHIELD business…" The director stated irritably to the man standing behind him.

Standing behind him was a man clothed in red and yellow armor, his faceplate moving aside to reveal a face of Manhattan industrialist, Tony Stark. "Maybe I wouldn't have to get involved if you people actually did your jobs right. By the time you guys fly in, the battle's usually over!"

The hero in question had taken on a superhero alias years ago, but his abilities came from advanced technology in his armored suit as opposed to actual fighting abilities. The metallic hero's costume boasted strong protection, flight capabilities and high tech weaponry, allowing him to store and release gigantic blasts of focused energy while achieving amazing speeds. The power of his armor granted him an advantage against almost any opponent, and thus he had become known to the world Iron Man. Unlike Spider-Man and several other costumed crime fighters, he hadn't minded that others knew his identity.

"I've had it with you, Stark!" Nick Fury stood up a little straighter as he closed the gap between them, neither man backing down from the argument. "The fact still remains that you overstepped your boundaries and chased off several super villains before we could arrive to apprehend them. We had an agreement that you would stay out of our affairs."

A woman standing behind Nick Fury took a step towards them, looking rather irritated by the argument. She a slim young woman with short brown hair styled in a simple fashion, and was clothed in the form-fitting black uniform that most members of SHIELD were required to wear, along with the gloves and boots. The agent also wore a series of straps around her body and waist, many of which had pouches with weapons. When serving in a peace-keeping organization like this one, it was important to be prepared for anything.

Recognized by the United Nations as a prominent agent of SHIELD, she was also known as the deputy director in Fury's absence and took her job quite serious. Her arched eyebrows, tense facial expressions, and no-nonsense personality gave her a commanding presence, even rivaling that of her commander. Maria Hill was known for being stubborn in her conviction, but at the same time this only served to intensify the powerful devotion she harbored when it came time to carrying out her duty as an agent.

"I think it's about time someone told you off for making a mess of things." She cast a stern expression towards their guest, mirroring her superior.

Iron Man turned on her this time. "I don't see any reason to debate with you, considering that we've gone through this argument several times before. You guys can do your job, but rest assured that it won't stop me from doing mine."

Maria Hill folded her arms and raised an eyebrow. "Are you referring to your misguided vigilante activities, or the fact that you test your new toys out by fighting bad guys before marketing them to the government?"

"I respected you people enough to come here and take responsibility for this, but that doesn't mean I have to sit here and listen to you criticize my business ventures." The armored hero clicked shut the faceplate of his helmet to hide his irritated expression.

"Just where did you get the gall to speak to us like that?" she interjected fiercely.

Tony Stark gestured around the room with his arms. "This entire place was built using my company's technology, the secrets of which I willingly shared. Don't even think for a second that I don't care about the safety of the world, considering that I agreed to help people who don't even like me."

The female agent moved so that she was standing a few feet away from him. "So you think you're above the law, just like all those other creeps in costumes? Pardon us if the rest of the world doesn't find this fair."

Nick Fury stepped between them, looking rather annoyed by their sudden argument. "We're getting off the subject." He added in a slightly deeper tone, his voice betraying signs of irritation.

The armored man stepped down with a flustered expression, waving his hands in a defensive manner. "Just wait a minute before you go off and explode. I admit that things didn't turn out as I had hoped, but don't go blowing the whistle on my activities for making you look bad. The government must be bitter that a rich kid in a fancy suit of armor saved the day, when you weren't around to do it."

Fury looked as though he had been slapped, although he worked to keep his calm exterior in place. Taking a deep breath, the director removed a cigarette from his mouth and exhaled, releasing his pent up anger along with the smoke. "Stay out of our affairs, or join SHIELD… Those are your only options." He stated slowly and clearly so that there would be no confusion.

"I'll have to remember that for next time." The armored industrialist replied challengingly. "Until then, don't expect me to be making any social visits to this flying heap."

"I've given you plenty of slack these last few years after all you've done for the world, but this is your last chance, Tony. If you ignore governmental sanctions again, there will be consequences." the SHIELD director added with a note of finality.

The conversation stopped as if someone had just frozen them in place, the two government employees waiting for his response. After what seemed like an eternity of staring at each other, the metallic hero turned his back on them and began walking in the opposite direction as if he hadn't heard them. As he reached the set of doors leading to the exit, Tony Stark paused at the threshold as if he was burning to say something, but he held his tongue and continued onwards as if he hadn't stopped to begin with. The doors opened to reveal two more figures heading in, but he shoved his way past them and disappeared into the hallway beyond.

Wolverine and Captain America looked back as the armored industrialist walked past them, neither knowing what to say about it. Although neither of them had heard the conversation that had occurred moments ago, the sight of a man in a metal suit walking around had caught both heroes off guard. Both had seen their share of strange things lately, but they were both certain that the man they had just encountered didn't work for SHIELD. He lacked the group's insignia, was dressed in vibrant colors, and neither of them had ever heard of someone fitting his description.

"So, what's with the guy in the tin suit?" Logan flipped his thumb over his shoulder.

The super soldier shrugged with a bewildered expression. "I'm not entirely certain… He doesn't look familiar to me, and I don't think I would forget someone dressed like that."

As they entered the control room beyond, the feral mutant took a minute to take in his surroundings. He had visited several SHIELD outposts while doing favors for Nick Fury, but he seldom visited the main helicarrier. Much to his indifference, the room vaguely reminded him of the other places he had visited associated with the military unit. There were several control panels lining the room and a bridge connecting the platform where they currently stood to the main workspace where a handful of agents were piloting the aircraft.

They walked across the metal bride and into the main workspace where their host was waiting. A gigantic window took up the space on the far wall of the room, and in the center of the area was a throne-like chair with several buttons attached that he guessed belonged to the director himself, although he was standing rather than sitting right now. He appeared to be whispering something to the woman standing beside him, but both stopped talking when they saw that more company had arrived, prompting her to back off and return to her work.

Nick Fury picked up the butt of the cigarette he had been smoking and flicked it away carelessly before turning to face the newcomers. "Good to see that you both decided to show up." He greeted them casually.

"Save the pleasantries for someone who cares. I don't see how we had much choice considering that the Cap works for you, and we're all trapped together several thousand feet in this flying piece of scrap metal." The feral mutant cracked his knuckles with an irritable expression.

"While he does make some good points, I believe Logan was really wondering why you haven't returned him home yet." Captain America stepped forward assertively, although there was no sign of disrespect in the way he spoke. "The mission has ended in success, not to mention that the target in question has been neutralized and is currently in your custody."

Logan stepped forward with a silent discontent brewing in his stomach. "You're up to something here… What's your game, Fury?"

The commander surveyed him through his good eye for a moment, a look of amusement forming on his lips. Whatever sentiment this held quickly died, being replaced by a much more serious expression seconds later. "There were some interesting events in New York that transpired recently, and I believe that you were both stuck in the middle. I called you up here to fill in some details in case the police missed anything."

"I don't recall you mentioning an interrogation when I agreed to this favor." Wolverine pointed accusingly at his host, looking far less than amused.

"Hopefully it won't come to anything that drastic." Fury answered with a calmer expression, his shoulders relaxing slightly as he continued to explain. "Although SHIELD usually considers squabbles between crime lords to be below our jurisdiction, this conflict escalated to such an extreme level so quickly that we have been forced to reassess the situation."

"Is this really necessary, sir?" Steve Rogers glanced around, noticing that several agents had diverted their attention to the duo.

Logan snarled in annoyance. "I don't even work for you people, and you think you can just order me around like I was one of your lackeys."

"Let me make this very clear…" Maria Hill replied in an icy tone. She gave the stubborn man a challenging expression, her hand casually moving towards the weapon pouch on her hip. "We're not giving either of you a choice in the matter."

Several of the SHIELD agents behind her raised their weapons, prompting a nasty scowl from the former Weapon X mutant. He sniffed the air like a predator preparing to pounce, his claws subconsciously sliding into position in case they decided to fire. Logan had always hated the peacekeeping agency because several of them were way too arrogant for their own good. This was apparent by the show of force he had just received for his lack of cooperation. While he had no intention of killing them, his animal instincts made it hard to control the urge when someone pointed had a gun in his face.

Nick Fury had known the feral mutant for years, and quickly realized what would happen if he allowed this display to continue. "That's enough, stand down!" he raised a hand to the agents, causing them to lower their firearms.

Wolverine sighed in frustration, realizing that it wasn't worth getting into a fight that he would later regret. "Fine, I can see you've got no intention of letting me go without. Just ask your questions so I can get off of this dump faster."

The SHIELD director dismissed the surrounding agents with a wave of his hand before gesturing to his own seat. "If you'd rather sit, be my guest." He added welcomingly.

"I'll pass…" the clawed mutant added with a look of indifference.

The blue-clad hero stepped forward with a quick salute before addressing his superior. "With all due respect, I would greatly appreciate it if you would explain exactly what this is about before asking your questions."

"I see no reason to explain myself to anyone…" Their host glanced between his two guests with pronounced interest before continuing. "However, I doubt that we'll get through this entire session without revealing at least some of our main points of interest. What I'm trying to say is that you needn't worry about being left in the dark."

"I'll be the judge of that." Wolverine snarled with distaste as he watched the shifty agent through narrowed eyes.

Their host retrieved a stack of papers he had left on the seat of his chair, taking a moment to gather them up in case they could be of help. Skimming through the reports with a watchful eye, he made sure that he had memorized the content within, in case any of the details would help during the following interrogation he was about to administer. Fury knew that the feral mutant wasn't the type of person to sit down and spill out his guts to just anyone, but right now it was important that SHIELD received a more direct view of the events that had transpired in Manhattan over the last few days, ad he guessed that they could help him fill in some blanks.

Nick Fury glanced at the files in his hand before sitting down, swiveling the chair around so that he could see them clearly. "So, maybe one of you would care to explain exactly what happened in New York during that city-wide gang war…"

The two veterans exchanged glances as they pondered how to explain, but unlike Logan, the captain was more inclined to cooperate. Like it or not he was serving under them now and felt a sense of duty to his superiors. He had always been a soldier at heart, and likewise it was his patriotic duty to carry out any orders that he had been given. At the same time, the blue-clad hero also realized that his partner didn't seem overly fond of Nick Fury, so if he didn't start things off on a good note there was bound to be trouble later on. He took a step forward, giving the director a stern expression before speaking.

Steve Rogers saluted for a few seconds before lowering his arm, taking the next moment to relax his shoulders. "As the designated agent for this mission, I will also take full responsibility for anything that might have happened."

"That's enough with the solider act!" The disagreeable mutant cut him off, his sharp gaze settling on the man sitting across from them. "Truthfully we ran into a lot of crap back in New York, but if you're gonna be pissed at me for causing trouble, there's no reason to blame the captain."

Fury pressed his fingers together pensively before settling his hands in his lap. The two heroes talked amongst themselves, but he had very little interest in what they were saying at the moment. "Before we begin, just know that I wasn't trying to accuse anyone of anything."

"Then would you care to explain to me why you want to know what happened during that gang war?" Logan raised an eyebrow with renewed interest.

Captain America shrugged in response, although he also looked confounded by the sudden interjection." He makes a good point… I was under the impression that something like that would be below our jurisdiction as a worldwide peacekeeping organization. The two of us were only involved because one of your targets had hidden amongst the crime syndicates, but incidentally you seem more interested in the actual conflict."

"I don't see how that is any of your business." Maria Hill folded her arms disapprovingly at his behavior, her stare moving in the direction of their guest before continuing. "This is especially true for them mutant, considering he isn't even an agent."

Logan gritted his teeth in her direction, looking as if he would like nothing more than to strike the agent. "Which means I'm not obligated to listen to you guys either." He snarled nastily, as if he were daring the woman to push harder.

"That's quite enough…" The director glanced around the room irritably before looking them over, exhaling deeply as his eye shifting towards the blue-clad hero. When no one interrupted, he continued speaking as if the previous tension had not existed. "As it turns out, the captain's assumption was absolutely correct."

"You mean there was something else going in that gang war that we should have know about ahead of time?" the patriotic hero questioned.

The master spy nodded his head once in silent agreement, looking as though he "I was hoping to ask you some questions first before giving away any information, but since I probably won't get through this without explaining some of this information, it might be for the best if we provide some insight concerning your recent mission."

Wolverine paused a moment to think about the situation, his calm expression hardening into an animalistic glare as a dawning realization hit. "Just wait a minute!" he scowled angrily. "Are you telling us that you knew about that mess in New York and sent us in there without so much as a single warning?"

"Calm down, Logan." The director raised his hands defensively. "We may have been aware of the conflicts between the city's resident crime lords, but there balance of power between them created a status quo that most of them were hesitant to disturb. Small disagreements broke out from time-to-time, but no one ever expected these factions to lash out so suddenly."

"So, you didn't expect us to run into any trouble on this mission?" Captain America added.

Nick Fury took a moment to phrase his answer properly before speaking again. "Since we had prior knowledge that the suspect was working for the crime lords, there was a possibility that you would end up getting involved." He stood up from his seat, gently folding his hands behind his back. "Considering you were pursuing a dangerous runaway, it was only natural that there would be some trouble, but this catastrophe certainly wasn't part of it."

Wolverine's anger evaporated slightly, although his sour expression didn't change. "You said you wanted to know what happened to us out there… Let me tell you!" he hissed angrily. We searched for several hours that night you dropped us off in Brooklyn before I caught the enemy's scent, but since you didn't tell us he would have friends, we burst in and ended up the middle of that blasted gang war."

"I have to agree, things might have gone smoother if you had warned us about the possibility of the target bringing in reinforcements." The patriotic hero added tactfully. "The last thing we expected was to end up in the middle of city-wide conflict while chasing a single man. A local vigilante named Spider-Man gave us a similar warning after helping us fight the enemy."

A look of recognition hit the superior officer's face. "So he was involved…"

"I take it you know him." Logan raised his eyebrow, his mouth forming a curious line.

Nick Fury looked up at the mutant and responded with a firm nod. "Believe it or not, several of our agents encountered him during another visit to New York." He began with a thoughtful expression. "We were initially planning on arresting him, but his knowledge proved useful and he helped us arrest the Chameleon the first time."

"The punk said he was familiar with that shape-shifting freak. At least now we know what he was talking about." Wolverine pondered, his eyes moving towards his partner to see his reaction.

The super soldier seemed undeterred by this new bit of information. "The masked man's knowledge of the city also proved helpful to us, and it was with his help that we managed to enter the lair of the main crime lord and capture the Chameleon."

His face became more serious than before as he turned towards the clawed mutant standing across from him, carefully noting that he had bee purposely vague in the retelling of events. Of course it seemed as though the captain wasn't willing to say much about the subject either, probably because they were old friend. The director knew full well that they had omitted a lot of details so far, especially considering that the newspapers had described heroes with powers matching those of Charles Xavier's team of X-Men. In addition to that, the article had also mentioned the winged mutant living in New York and the hero Daredevil entering the battle at different points.

"That previous comment leads us back to the original discussion. I believe you neglected to mention that your friends from the institute were also involved in this mess along with several other people." Their host added with a noticeable frown, his hand pulling out a newspaper with a series of photos depicting the aforementioned heroes.

Wolverine squared up to the secret agent in a challenging manner. "I don't see how that's any of your business!"

Nick Fury shook his head to ease the other man's temper. "Normally I would not allow an agent to receive outside help without prior consent, but for you we make an exception. Since you're not an official agent, I have no intention of subjecting either you or the captain to the normal repercussions."

"Like we would've been stupid enough to give you any information that could actually hurt the agency." Maria Hill added with a note of sarcasm.

"Then what the Hell is your problem?" the short-tempered mutant shot back accusingly.

"It's not really a problem, so much as it is a concern." The SHIELD commander explained, quickly noting the other man's renewed hostile demeanor. "There are a lot of questions surrounding the gang war in New York, and in addition to the circumstances of the conflict, the repercussions may eventually force us to get involved."

Captain America nodded affirmatively, stepping forward with an inscrutable expression. "While it isn't my place to disagree, I fail to see what kind of problems might have resulted from this conflict. The battle not only resulted in the capture of the Chameleon, but also the incarceration of several other criminals."

"Perhaps one of you might have noticed how quickly the helicarrier appeared in the city following the battle?" the director began. "We were ordered there by the United States government to capture the villains that were caught during this time, during which we picked up several super villains working for the gangs, and a handful of crime lords."

The mutant hero sighed in exasperation. "The mobsters were cleared, and the target neutralized… I ain't exactly the most cheerful guy, but it sounds like a pretty good day to me."

"Let me start by addressing the first issue." Nick Fury seemed to ignore his comment, and instead gave his guests a dismal expression, having hoped that they would have grasped the situation sooner. "As I said earlier, there was a balance of power in the city maintained by the gang leaders. The man that you and your friends stopped was Wilson Fisk, better known to the underworld as the Kingpin of Crime."

The captain looked as though someone had set off an explosion inches from his face. "If you knew about his criminal activities, then why didn't the authorities arrest him and put an end to his illegal trade?"

Maria Hill tapped her foot impatiently. "Wilson Fisk always covers his tracks pretty well, making it hard for anyone to find enough evidence against him. A famous lawyer named Matt Murdock planned to launch a case last year, but it wasn't solid enough to stop the big man from paying off the witnesses and hiring a team of high-paid defense attorneys to refute any negative claims."

"The agency discovered some incriminating information a few years back, but the big man raided one of our bases and hacked the mainframe computer, stealing several of our secret files and deleting any evidence we had to commit him." The director added tactfully. "On top of that, he has also been useful to us in the past."

"You can't be serious… Are you saying that he actually helped you by breaking in and screwing with the computers?" Wolverine sounded annoyed, although at the same time he was confused by the contrary notion.

The SHIELD commander shook his head again. "Not intentionally, but the Kingpin's worldwide criminal empire kept other organizations in check and prevented chaos like that bloodbath you saw in New York. Most people were too afraid to oppose his control of the criminal underworld, so we tolerated his presence."

Captain America looked slightly discomforted by the notion that they would allow someone so evil to go about his business. "Either way, I don't think it really makes much of a difference considering he was never captured by the authorities afterwards."

"Just what kind of sick game are you guys playing?" Wolverine interjected boldly.

"As I was saying…" he openly ignored their comments and continued explaining as if there had been no interruption. "The Kingpin escaped alongside his wife and a handful of his subordinates, before they disappeared last night. SHIELD agents were sent in to take custody of several villains from the local authorities."

"Did the prisoners tell you anything important?" Steve Rogers questioned with a note of concern.

Nick Fury turned his back towards the others to look out the main window of the helicarrier's cockpit as he pondered whether or not it was right to tell them to whole story. He felt it was necessary in case they could provide him with some insight as to what was going on, especially considering that their investigative team had found the Kingpin's entire mainframe computer wiped of any and all information. Needless to say he was incredibly worried after hearing some of the testimonies from the villains they had interrogated the previous night, and he had a feeling that things would only get worse from here on out. He turned to face them, taking a moment to light another cigarette.

"Care to spit it out already?" Logan sneered, having grown impatient with his stalling.

The spy ignored both his guest's rudeness and the glare that the latter had received from his female vice-director. "As it turns out, the New York Police Department had already made a bargain with Silvio Manfretti, the leader of the Maggia Syndicate that opposed Wilson Fisk. They agreed to give him a lenient sentence if he cooperated with the authorities, and the old man told them everything."

Captain America hesitated as if afraid to find out the answer now that it was so close. "What exactly did he say that was so helpful?"

"The old fossil ratted out the HYDRA to the local authorities. I believe we already told you about them when you were first inducted. They're a powerful spy network devoted to the pursuit of World Domination through any means necessary." Fury carefully recapped the basics.

"HYDRA… It figures that those jerks would be involved." Wolverine let out an animal-like growl as he remembered the terrible things they did to his female counterpart.

He remembered the recent encounter they had with members of the spy network while trying to recruit X-23. They had employed the Kingpin's services to capture her in exchange for some service, and although Wolverine felt a small urge to say something about his recent experiences with HYDRA, his common sense alerted him to the dangers of bringing up the subject in front of Nick Fury. Any mention of the group would lead the discussion in a direction he did no want to go, because they would probably guess that Laura was at the institute if he mentioned that the X-Men helping her against her creators.

Once he had taken a few puffs of smoke, the director exhaled the fumes and resumed the conversation. "It sounds like they manipulated Silvermane into inciting that gang war by putting some false promises onto the table that he couldn't resist. He took the bait, and now he's in jail."

"So, you captured most of the enemy's leaders, then?" Steve Rogers leaned forward expectantly.

"Except for Wilson Fisk, most of the bas guys were carted away to the Raft, a super villain prison reserved for the most dangerous criminals in the world." The director explained. "The gangsters were sent to the Vault in New York City, another major prison funded by the United Nations for non-super powered villains."

Logan held back a scowl, his left eye twitching slightly. "And why do we need to know all of this crap? I don't even work for SHIELD, yet you seem awful comfortable telling me what's going on."

"I'm telling you this because we believe that HYDRA had something to with a mass breakout from the Vault that took place a few nights before you arrived in the city. Our consensus is that they purposely orchestrated the events surrounding the gang conflicts in order to further their own goals. The testimony from Silvermane and several of the captured crime lords supports this current theory."

The clawed mutant folded his arms in contempt. "What exactly makes you think you can trust these guys?"

"Have your agents found any conclusive evidence concerning what these people might have been after?" Captain America added hastily.

"This organization deals in information, and you'll find that we've covered more ground than most people could possibly imagine…" His commanding officer took a moment to tap the side of his cigarette, discarding the layer of fiery ash that had collected at the tip. "Now that I've given you both some background, maybe one of you would care to answer some questions for me?"

Wolverine hesitated, scratching his head with a weary expression. "I had a feeling we were gonna get to this part sooner or later… Just what kind of questions are we talking about?"

Their host flicked the remaining of his cigarette away, stomping it into the floor as his gaze settled back on his underlings. "To start with, I want to know if you or your friends saw anything that might give us an idea of what the enemy could be planning."

The former Weapon X exchanged a pair of bewildered glances with his partner before shrugging off the question. "If you don't have a clue about what those people are planning, than why would we?"

"I was charitable enough to answer your questions, now it's your turn to return the favor." Fury interjected with a note of finality, his words earning a scowl from their guest. If the sound bothered him, he hid it well. "I am well aware that your team was pursuing Magneto in the city, and our undercover agents in Manhattan heard rumors that the Kingpin was searching for the mysteries of Project Rebirth prior to the events of the gang war."

Captain America froze in terror as he heard this last piece of information, his jaw slacking in an uncharacteristic manner. His thoughts returned to the day over half a century ago when a team of American scientists placed him into the rebirthing chamber and applied the super solider formula to his frail body. He had been recreated as a weapon for the sole purpose of serving the allies during World War II, but the government paid no mind to the fact that the process had slowly begun to corrode his body, and would have subjected others to the same thing had he not destroyed the equipment.

He blinked to clear the visions of his past away, the metallic floor paneling beneath his feet slowly coming back into focus. When given the moment to consider everything that had happened, he realized now that he was lucky they had found the cure, even though it had taken several decades to do it. Although he had originally mourned the moss of everything and everyone he had ever known, the captain realized that he still had a purpose and at least one friend left who understood the terrors they had endured during the war. Glancing up from the floor for the first time in the last minute or two, the patriotic hero realized that everyone was staring at him.

Wolverine clapped a hand on his teammate's shoulder, giving his body a rough shake. "Hey Rogers… You still alive, or what?"

The life returned to the blue-clad hero's eyes as he snapped out of it, looking distraught by the mention of the government's blunder. "Did he just say, Project Rebirth?" he stammered slightly, looking as though someone had punched him in the gut.

"Yeah, he did…" The feral mutant responded with a frown, his eyes moving towards the floor of the room. "We all thought that the world had seen the end of that nightmare, but there was an incident about a year ago where someone actually managed to get their hands on the equipment and the formula, and then used it on himself."

Steve Rogers shook his head in denial. "If I remember correctly, both the serum and the rebirthing chamber used to create soldiers like me were both lost. The formula was lost shortly after I received my powers, and soon after the war, the equipment was also destroyed."

The captain paused as he considered the scenario, finding few answers in his own knowledge of these past events. While he had been the central figure in Project Rebirth, he hadn't been told much about what the government was planning to do. He hid his own concern behind a neutral expression, having thought that the experiment that caused him so much pain had been shut down for good. In a way he dreaded hearing the answer that was to come, but his war buddy seemed just as reluctant to talk about it, while his superior officer seemed to know what he was thinking, almost as if the other man had read his mind.

"I think it's time we told him the truth…" the SHIELD director stated with a solemn expression.

"What are you talking about?" the blue-clad hero stood up a little straighter in anticipation.

Wolverine's shoulders tensed up as he turned to the others. The former Weapon X was hardly the sentimental type, but he felt a pang of guilt at the idea of telling his old friend the truth about their actions. They had both risked their lives to destroy the remnants of the super soldier program to ensure that no one would ever suffer again, but the government had constructed a backup plan, one which Magneto had ultimately stolen for his own ends. When he first heard about this the previous year, the notion had ignited a fire in his chest he thought he thought had disappeared decades ago, and it made his blood boil.

The clawed mutant exhaled sharply, his gaze hardening into one of resolve. "The mutant terrorist Magneto, the guy that my tam was searching for, was the person who stole the secrets of Project Rebirth…"

His partner hesitated to resume the conversation, but after waiting a moment to gather himself, he pressed on as if it did not bother him. "You mean the United States government had duplicated the components of the experiment?"

"I wasn't sure what to think until SHIELD spilled the beans… But there's something else you might want to know about Magneto." He sunk his teeth into his tongue.

The feral mutant took a moment to compose himself, although the following experience wasn't anything but relaxing. He spent several seconds silently trying to find the way to phrase the next part as memories of an age long past began dancing through his tortured mind. Reaching up, the mutant gently rubbed his temples, quietly trying to maintain control over his animalistic rage. It wasn't as if the notion bothered him all that much, but some things were still pretty difficult to voice when they sounded so crazy in retrospect. Steve Rogers waited patiently in the meantime, saying nothing to disrupt his old friend.

He swallowed the lump that had begun to form in his throat. "Do you remember that day when we were forced to free prisoners from the concentration camps in Poland?"

"Would you be referring to the first time we were sent on a mission together?" the captain cracked his knuckles in a casual manner, a look of nostalgia flashing across his face. "It's kinda hard to forget a mission where your commanding officer tells you to jump from the plane without a parachute."

"We rescued a lot of people that day, but I'd bet that neither one of us would've thought that one of those brats we saved would eventually grow up to become Magneto." The mutant hero began.

The faces of the children they had saved that fateful day flashed through the captain's mind as he thought about the mutant he had met earlier. It was certainly a strange encounter considering that he had attacked them upon being rescued from the Kingpin's laboratory, but now his parting words to the group made even more sense. Steve Rogers remembered his friend saying that the magnetic terrorist was the archenemy of the X-Men, yet once they locked eyes, the enemy had backed down. He had left peacefully without seeking vengeance on the criminals who captured him or his heroic nemeses.

"I believe you, but this raised a lot more questions… You told me he was a criminal among mutants, so why would someone who was subjected to such torment inflict the same thing onto others? As a soldier who worked to free the world from the terror of the Axis powers, I find it difficult to understand." the super soldier wondered out loud.

Wolverine affirmed this claim with a grimace. "At first I wasn't sure what to think about it either, but there's more than a few reasons why I figured out the truth about him." He exhaled a small breath before continuing. "Mutants get treated like dirt, so he thinks the only way to protect us is to attack the humans first. It's almost like the old man doesn't want a repeat of what happened during the Holocaust."

The two became quiet again as they both considered this possibility, but this time it was Nick Fury who broke the silence. "It's good to see you filled in some of the blanks for the captain, but right now we've got more important things to discuss." He declared rather abruptly.

"Ugh… why don't you try and talk straight for once?" Wolverine pressed him.

Captain America came to a sudden realization, although he dreaded the possibility. "I wonder if the Kingpin knew that Magneto had the secrets of Project Rebirth." He looked disturbed by the thought, but continued explaining his theory.

The director looked with renewed interest, although he didn't look as though he were ready to believe it. "I was hoping that one of you could help shed some light on this topic, considering that we currently have no proof. The fat man is only one of many villains that have searched for the super soldier formula over the last six decades…"

"We heard from Spider-Man that a man fitting his description was captured by the Kingpin's cronies." The captain explained quickly.

Wolverine unfolded his arms and nodded. "While hunting down the Chameleon, we found him trapped in some kind of lab where they were doing tests on mutants. I was more than a little shocked to find him there, so we let him go."

"This is certainly an interesting development, although I have no idea how Wilson Fisk would have discovered the truth about Magneto using the super soldier serum on himself." Nick Fury stroked his chin in thought, turning his back to his subordinates for a moment.

"You mentioned earlier that he stole files from one of your bases, so perhaps he knew that the mutant could provide him with the answers he wanted." the captain suggested.

The commander disagreed immediately. "The headquarters that the Kingpin's men raided did not house any information on Project Rebirth. Such dangerous files were only kept in print, and stored deep in some of our most secure locations, and we were also careful to investigate the situation after the theft."

The three men took their time to go over these new developments, although Wolverine saw very little benefit in doing so. Now that the mess was over for him, he had very little interest in bothering with criminal syndicates. He was more concerned about whatever Magneto was up to right now, although it was clear from this conversation alone that his part-time benefactors inside SHIELD had no information that would be helpful in capturing the villain. So long as the magnetic mutant stayed out of government affairs, they had no reason to keep track of his movements, and as a world peacekeeping network the miniature army had much more important matters to attend to.

"You've both given me some interesting leads, although it may take time for us to find out what's going on." Nick Fury stood up a little straighter, squaring his shoulders back as he picked up the stack of papers on his chair once more. "I believe that will be enough for today, assuming that neither of you has anything else to report that may be of assistance in these cases."

"No, sir…" Steve Rogers answered with a respectful salute. "We've told you everything relevant to this case to the best of our ability."

"What he said!" Wolverine shrugged off the accusatory remark with an air of indifference. Turning around, he walked in the opposite direction towards the exit.

"Just wait a minute!" The director held out his hand, a gesture that went largely ignored by their stubborn guest. Logan walked for a few more steps until he found himself face-to-face with SHIELD's vice-director.

"Nobody said you were dismissed." Maria Hill remarked coolly as she stood her ground against the mutant.

He looked right past her as if she weren't even worth the trouble, dismissing the agent with a nasty scowl before glancing back at her superior. "You said we were done, and the last time I checked, I didn't work for you people." Logan scratched himself like a wild animal. "Either way, there's some things I should take care of back home."

"If you insist…" Nick Fury gestured to his female subordinate. "Agent Hill, escort our guest to the launch bay and arrange an aircraft to return him to the Xavier Institute."

The vice-director exchanged a stubborn expression with her unwanted guests before ushering him through the nearest door. She did not appreciate his lack of respect for authority, especially since SHIELD had done him favors in the past. Of course he had done the same for them, but his attitude towards them had always struck a nerve with her whenever they were in the same room. Maria Hill wasn't keen on completing this assignment, but her commanding officer had given her the order to help him and she was in no position to deny his request. Once the feral mutant had exited the room, she gave her superior a salute and followed after him.

"Perhaps I should accompany them to make sure that they don't kill each other?" he suggested.

Fury shrugged before waving him off as well. "This might be the last time you see Logan in a while. Feel free to see him off."

The super soldier began to follow after the others, but one other thing had been bothering him and he decided now was as good a time as ever. "Sir, if I may ask? Who was that stranger wearing the metal suit that you were talking too when we first arrived?"

"That's classified information, soldier." Nick Fury replied in a resolute tone, making it clear that the conversation was over.

That Night

It was a rainy summer night, the torrential downpour flooding into the streets outside and into the series of storm drains lining the sides of the streets. New England was known for unpredictable weather and today was no exception. Forks of lightning flashed across the sky as thunder claps permeated the surrounding air, making it an ideal time to stay indoors for most people. Although most people were at home waiting out the storm, several miles outside of Bayville, two figures sat in the back seat of a car, talking in hurried whispers to one another

The car was parked in a lot in front of a cheap motel, although they had merely used this as an ideal meeting place where no one would think of finding the. Sitting on the left side of the seat was a thin woman with short brown hair wearing dark sunglasses and a green blouse, a simple golden bracelet hanging from her right wrist and matching earrings dangling from her lobes. Beside her was a second woman with darker hair and a pair of glasses, wearing a professional black outfit and a pair of heels.

"Is there a reason why you intend to resume this charade?" the first woman questioned with a look of concern.

Her partner seemed to cringe slightly as her body went through a quick transformation, her pale skin turning a dark blue color and her piercing eyes becoming yellow slits. Her hair lengthened and changed into a bright red color, and her clothe seemed to vanish, being replaced by a much more revealing black outfit. Mystique threw her head back with an irritated expression as she attempted to find a more comfortable position to sit in, her bestial appearance earning no reaction from her partner.

"I was the principal of that school for several years." The blue-skinned mutant answered. "This decision to return to my former position may be beneficial."

"Rogue has not spoken to me since learning the truth about our plans for her. In some ways I realize why your own children have disowned you." Irene replied with a frown. "By re-entering their lives, you may be doing more harm than good for both you and them."

Mystique sat up, her eyes boring into the other woman's "I am well aware of the ramifications, but more the point… We should consider why I have chosen to return."

The other mutant inclined her head in thought. "I have received a feeling of dread, yet the future remains somehow unclear."

"Tell me Destiny… Have your visions shown you anything pertaining to the future of our kind that may be useful?" the shape-shifter asked her. "You say that you can sense a time of great darkness approaching, but such a vague prediction will do us very little good unless you are able to discern more."

"You would presume to much or me…" The precognitive mutant replied with an empty expression. At this assertion, Irene seemed to go into a trance as she focused her powers, her mouth sliding open in shock several minutes later.

Mystique leaned forward expectantly as her partner recovered from the sudden shock. "What did you see?" she pressed the other woman.

Destiny straightened her sunglasses before removing them, revealing her cloudy, lifeless eyes beneath the surface. She seemed almost stunned at how terrible the vision was, but what they must do was more than clear enough to her. The psychic woman had seen two visions for the future, and both were too terrible to describe with mere words. The first was a disaster that could occur in then ext month or so while the second was something that would unfold in the upcoming year. Either way it seemed as though they were becoming frighteningly close to disaster.

"Answer me!" the blue-skinned woman shouted, giving her partner a shake.

The psychic replaced her eyewear, her lips twisting into dismal frown. "We have reached the crossroads of destiny, and the future holds two events that could lead mutants to ruin. How this will happen I do not know… But in either case, both humans and mutants must be prepared to fight if anyone is to survive!"

Note to Readers: Took me awhile to get this one out, but it's done. There doesn't seem to be much substance in this chapter, but the next installment should be better. As usual I'm sorry for any typos or mistakes in spelling or grammar, but it was late when I wrote most of this. Until next time, please **REVIEW**. Feel free to tell me if you liked anything in particular, or if you have suggestions to make. I welcome any and all contributions.

I already have a name for the next chapter, assuming I use this idea- **Chapter 26: Hail HYDRA**


	26. Chapter 26

**Chapter 26: Movements in the Dark **

Disclaimer: I do not own any Marvel characters or logos.

Night had fallen in Manhattan and the police were scurrying around inspecting the ruined building that had once been Crime Central. It had been less than a day since the climax of the biggest gang war that New York had ever seen, and now the local authorities were combing the inside of the structure and collecting as much evidence as they could. For the first time in his entire career, the police had gathered enough evidence to condemn Wilson Fisk for his activities as the Kingpin. They had attempted to arrest him in his home hours ago, but by the time they arrived, the crime lord had taken his wife and disappeared after withdrawing several millions from the local bank.

Both ends of the street had been barred off from traffic as the authorities searched the entire area for any clues they might have forgotten. They had arrested several super villains and enforcers working for the Kingpin, allowing them free access to the ruined and abandoned laboratories left behind after the raid. Nobody could deny that they never would have been given this chance without intervention from the city's superheroes. Spider-Man and Daredevil had been sighted on the scene alongside Angel, although several others were largely unfamiliar to the locals and thus they had remained unidentified.

One of the cops keeping watch over the area glanced around the street with disgust as he bit into a donut. "Gee… There's gotta be millions of dollars in damage on this one street alone." He mumbled, the food in his mouth muffling his speech.

"Yeah, it makes you miss the good old days back when the crooks would just rob a bank." his partner replied, with an irritated sigh. "Instead they demolish entire neighborhoods and then we have to clean up the mess."

Several of the surrounding buildings had been destroyed during the struggle, and many were structurally unsafe after Alistair Smythe's Spider Slayers entered the fray against the Kingpin's all terrain battle tanks. The gang war had affected the entire block, forcing several shops and office buildings to shut down. The vast majority of the owners and occupants had abandoned the buildings during the crossfire, a decision that they would not regret. Because of the damage, several crews had been brought in to demolish unsafe property and haul away any debris left behind from the battle.

A trio of police had parked their cruisers in a row to create a blockade around the abandoned headquarters, making sure that civilians did not disrupt the ongoing investigation and cleanup going on tonight, but it wasn't as if they expected someone to interfere. Most of the city's villains had gone underground following the events of the gang war between the Kingpin's Criminal Empire and Silvermane's Maggia, resulting in an eerie calm the last twenty-four hours. Those who had served both sides had been captured, while the others had gone into hiding to avoid trouble with the police on high alert.

"Hey… What's that?" One of the police officers pointed in the direction he was facing with an apprehensive look.

His partner narrowed his own eyes in an attempt to see what he was pointing at. "Huh! What are you talking about?"

Upon closer inspection, the first cop shrugged off the sighting. "Never mind… I must've been seeing things."

The officer did a double take as he glanced in the general direction again, attempting to catch sight of the strange caped figure he had seen coming towards them moments ago. He could have sworn he had seen several silhouettes moving through the night, yet there wasn't a single noise to be heard aside from the construction vehicles moving the debris, nor could he see anyone walking the streets within at least a hundred meter area. It was late at night and he didn't expect too many folks to be out for a stroll at this hour, especially since the city had purposely fenced off the area to all civilians save for the crews they had hired to work on the destroyed buildings.

While the police investigators and workers saw the cleanup around them progressing normally, every last one of them had been deceived. The vehicles remained motionless and their drivers were unconscious, the others standing motionless as if frozen in time. Their eyes were blank and lifeless as they remained trapped in some kind of trance, although the five figures moving through the night ignored them and continued onto the scene. As they stepped into the glow of the nearby streetlights, the cloaked figure of Magneto came into view, closely followed by Pyro, Seamus Mellencamp, Senyaka, and Mastermind.

The helmeted mutant gave a small nod to the timid psychic. "Are you certain that they cannot detect our presence?"

Mastermind glanced around wearily, twirling his fingers in a sorcerous manner before returning his employer's gesture. "As far as they know, nothing has changed from the way it was before. So long as they remain under my spell, we will remain entirely hidden from their senses."

"Make certain that you maintain the illusion whilst we remain here… I do not want any interruptions this time." Magneto ordered, the shadow of outrage flashing across his face as he remembered their encounter at the museum.

Pyro shrugged with a nasty smirk. "We wouldn't have to rely on this creep if you just let me roast the humans."

The master of magnetism spun around and seized the fiery Acolyte by the front of his shirt, eliciting a squeal from his subordinate. "Imbecile… That's not why we came here!" He gave the smaller man a rough shake before pushing him face first into the street.

"You got some nerve, considering I stuck by ya when the others ran off!" the redheaded mutant retaliated angrily as he brushed off his costume. "I figured you would be more grateful to those who took the abuse, but now I can see why the others didn't stick around!"

"Normally I would welcome such actions, but we have something more important to attend to at the moment." His master replied with a cold expression.

The dark-clad Senyaka stepped through the darkness towards the others. "Trusting in your misguided leadership has lead to miserable failures, and to make matters worse, you also allowed yourself to be captured by a band of filthy humans."

"I you have some complaint, then leave us..." Mellencamp turned on his fellow Acolyte with a feral expression, causing them to back down in fear of the giant reptilian. While his voice was calm and polite, his ferocious appearance and concise

Magneto seemed to shrug off Senyaka's taunts and simply sneered in response to the masked mutant's display of defiance, his fingernails digging into his fists as he clenched his hands subconsciously. The energy-draining killer was extremely impulsive and known for his murderous tendencies even among the Acolytes. These strong personality traits were normally favorable qualities for those who participated in the crusade against humans, but lately he had begun to doubt the loyalty of his new recruit. Senyaka was every bit the murderer that Sabretooth was, except unlike the latter, he was openly more sadistic and lacked proper respect and obedience towards the cause.

The mutant extremist raised his hands in the air, causing most of his Acolytes to cower in his presence as if expecting the worst. Their leader looked as though he had expected such reactions from his subordinates. "What's the matter? A guilty conscience?" he mused to the gathered mutants.

Clenching his fists again, the magnetic mutant took to the skies like a malevolent bird and used his powers to gather up several bits of metal debris that littered the surrounding streets. Within a matter of seconds he had formed the sheets of discarded metal into a giant platform, which quickly settled at the feet of his subordinates. While the others had expected him to attack them for disobedience, the bestial Mellencamp was the only member of the group who remained completely unfazed by this sudden display of power. He stepped onto the lift without hesitation, closely followed by Pyro and Mastermind. The last member of their group hesitated slightly before joining the others.

Their leader used his powers to levitate the platform, towards the upper floors of the nearest building, positioning them directly over the top of the giant skyscraper. Looking down, the mutants could see a hole in the roof, the very same opening that Magneto had made during his escape from the building the previous night. With a wave of his hand, he expanded the opening to accommodate the transport he had created and directed the platform through the tear in the roof, setting them down inside the ruined laboratory. They disembarked with a sense of awe, eying the new surroundings with interest.

Senyaka's scheming eyes slid back and forth as he took in the sights, looking completely indifferent. "What makes you think that trinket you wanted would be here?"

"I don't get it… What do you suppose is so special about this dump?" Pyro added with a pronounced shrug.

"It appears to be a laboratory of some kind." Mellencamp replied as he observed the shattered glass tubes and destroyed computers. Despite his appearance, he was quite a bit more intelligent than many of his fellow Acolytes. A look of interest graced the monstrous man's animalistic features as he remembered what his master had told them earlier. "Is this the same place where those humans kept you imprisoned?"

"Indeed…" Magneto stepped through the debris, resting the surface of his hand against the remains of the tube where had been held.

His thoughts returned to the previous night when his past had come back to haunt him, and how he had felt vulnerable without the use of his powers. He was still uncertain as to whether or not the man he had encountered was the real Captain America, but from what little he could tell, there had been no lie in the costumed hero's voice. The master of magnetism cringed slightly as he remembered the reasons he had come here tonight and quickly acted. Using his powers, he formed a cylinder of metal and used it to gather up a sample of the green fluid that had rendered his mutant abilities worthless, intending to study it later.

The fiery mutant watched with interest as he saw the metallic cube seal shut and disappear into the folds of his master's cape. "Just what do you blokes suppose that slime is?" he pondered to the others.

"That is none of your concern…" Magneto eyes narrowed dangerously, making it clear to them that the conversation was over.

Although Pyro had thought they were out of earshot before, the eerie silence had allowed him to hear every word. The magnetic mutant directed a powerful glare at his minions, causing them to back down once more. He quickly reshaped the metallic case into a different shape and tucked it away for safekeeping, his eyes settling on the people he distrusted most. He saw no reason to answer their questions about the substance, especially considering that he wasn't sure who to trust with shifty types among his ranks. The problem with forming a violent activist group like his Acolytes was that it usually required him to employ less than savory types just to maintain decent ranks.

Were it only Mellencamp or Pyro, he might have been compelled to inform them, seeing how both were loyal to a fault, even if the latter was a sadistic complainer. The other two were not to be trusted. As useful as they could be, he wasn't certain it would be wise to tell them that the chemical mixture he had just sampled had been the source of his defeat at the gallery. Senyaka was clearly frustrated with him right now, while Mastermind preferred not to get involved in his plans at all and would have happily leave the team if given the opportunity to escape Magneto's service and return to his own designs. In many ways they were no better than Colossus, who had been blackmailed into serving him.

"Don't tell me you dragged us all the way here just to grab a handful of that crap." Senyaka hissed with annoyance.

Once again, Magneto ignored his unruly subordinate and faced the others. "The people who captured me had this artifact in their possession. I have brought you all here to aid me in my search." He gestured towards the fiery mutant. "Light the room, but do not set fire to anything unless I command."

"Not a problem, mate!" Pyro shot out a stream of flame, which quickly filled the room, illuminating the gigantic laboratory in the flickering light as his blast split into several ghost-like apparitions composed entirely of fire.

The others began to search the premises, moving any debris they could find in search of the crystal that Magneto had been looking for. While the magnetic mutant had been unconscious when the Kingpin's men had carted him off to this place, and had heard several things while incarcerated inside the chemical-filled chamber. The serum had forced him into an induced coma during this time, but there were moments when he his mind lapsed into brief moments of consciousness, and he could hear the scientists talking. Although he was unable to do anything about it at the time, it was clear that they had taken the artifact for research as well, and the best place to begin the search was here in the lab where he had been held.

Magneto glanced sideways at the aged man standing to his left. "We need time to explore this facility. I want you to make sure that the humans remain ignorant to our presence so long as we remain here." His glare became much more pronounced as he spoke. "Know that if there are any interruptions, I will hold you personally responsible."

"I understand…" Jason Wyngarde nodded compliantly before shuffling over to the window, twirling his fingers in a hypnotic manner as he recast the mental illusion over his predetermined victims.

"The rest of you, search everything you can find, but proceed with caution." The master of magnetism warned them.

The remaining mutants quickly set to work moving machines and objects in search of anything that resembled what they were searching for. Magneto's easily lifted and discarded the metal remnants using his powers while Mellencamp's superhuman strength allowed him to move anything that was too heavy or not made of metal. Sifting through piles of debris with his beast-like hands, he patiently searched everywhere he could reach, his two different-colored eyes darting around the fire-lit room like an animal searching for its prey. Senyaka summoned his snake-like whips and metal coils, using them to move the surrounding wreckage as he sorted the other remnants.

As futile as it seemed, the search continued for several minutes in silence, none of them daring to speak as they probed every inch of the ruined laboratory. They stripped every piece of debris they could find until a small glint shown through the light of Pyro's flames. The red-clad mutant had been pacing the room for some time now, attempting to help the others search as he maintained the wall of fire that kept the room lit. Carrying a pair of fireballs in his hands like a human would carry a torch, he slowly navigated through the surrounding mess, carefully directing the flames so that they illuminated the area underneath the nearest computer stand.

"Hey, I think I found something!" he called out, prompting the others to stop and look.

"Stand aside!" Magneto shoved his servant out of the way and waved his hand, causing the metal stand they had been inspecting to fly across the room.

The remaining Acolytes jumped back slightly as the terminal landed within inches of the place they were standing, eliciting a slew of muttered curse words from the masked villain. Across the room, Jason Wyngarde cringed slightly at the sound of the metallic crunch behind him, sparing a small glance back at his fellow mutants, but was otherwise too busy with his own duties to pay it much attention. Casting his psychic illusion on so many humans while sparing his teammates from falling under the spell required some concentration, even for a mutant of his caliber. If he stopped for even a second, Magneto would likely notice, which would prove troublesome considering that his mental powers had no affect on the master of magnetism.

The beast-like member of the group shuffled forward so that he was standing beside his superior, yet despite his large size, he held himself like an obedient servant. "My lord, have we found that which you desire?"

Before anyone could answer, the masked killer shot out one of his metallic coils like a whip, seizing hold of the shiny object and pulling it towards himself. "It looks exactly like the stone we looted a few nights ago." He added coolly.

"How can ya tell this is the right one, smart guy?" Pyro snatched the object from his fellow enforcer, carefully holding it up to the fireball in his opposite hand for closer inspection. "There had to have been over a dozen stones in that room at the museum, and they all looked the same to me."

Mellencamp reached over his shoulder, gently taking the stone from the fiery mutant. The others did not argue with him as he took in every possible detail. Surprising their leader did not protest as he glanced at it carefully, noting the familiar markings on the surface of the object. Carved into the side of the crystal were several runes written in an ancient text. Although he was unable to read it, the symbols were reminiscent of the previous gem. It was currently hidden somewhere in the metal dome they had used as a base of operations, although it wouldn't matter if anyone knew where it was considering that only someone with power over metal could reach it.

"It is almost identical to the one we have in our possession." The reptilian mutant opened his palm, using his free hand to point out the markings. "While I am unable to understand the writing, these hieroglyphics on the surface are of the same origin as those we have already seen."

Magneto took the object and observed it for himself, having previously memorized the markings on the other stone. "Well done Seamus… It's good to see at least one of you has an ounce of intelligence." He ignored the Acolytes as he turned the treasure over in his hand to check the opposite side, gently stowing it away moments later. "In any case, it would appear that good fortune is with us tonight."

The fiery mutant shrugged in response. "After you got nabbed by those creeps outside the gallery, I've been thinking about a few things. To start with, what would a bunch of humans possibly want with us?"

"This is actually a valid point." Mellencamp paused with a small shrug before turning to face his superior. "The fact that the information regarding this artifact was released by the same man that captured you makes me wonder if this was a trap. If so, then why what could common criminals possibly gain from your capture."

Magneto considered the monstrous man's words, having had similar thoughts the previous night when Wolverine released him from the lab. He had been distraught and outraged that humans would have attacked him without any clear provocation, although he had dozens of suspicions as to why they would have come after him. Had his captors been a government organization or even other mutants, it would have been much easier to deduce a reason behind the attack, but even with the new information he had learned while searching the daily newspapers, he was still without a definitive answer.

"I have already considered the prospects for myself, although it appears that the perpetrator or my capture was a major crime lord who operated from behind the scenes." His lips curled into an angry grimace. "As far as I know, there was no reason for his attack. All I can say is that there appears to be more to this situation than meets the eye."

Senyaka let out a sadistic hiss. "Never mind the details… When do we hunt down these guys and kill 'em?"

"All ya gotta do is say the word, and I'll burn them to cinders." Pyro added with an insane chuckle as he began fingering the triggers of his flamethrowers.

Magneto sneered at the offer. "Like you did the last time?" He quickly remembered how worthless his right-hand Acolyte had been during those bouts against the local metahumans and doubted that he would do better if given the second chance.

The fiery mutant raised his hands defensively. "What do you mean by that?"

"We will discuss this later." Their leader responded bluntly, his cape swaying in the flickering firelight as he turned his back to the surrounding mutants. "In the meantime, I think it best that you be grateful for this small victory tonight."

The master of magnetism raised his right hand as if telling someone to stop moving, his mutant power causing several objects in the room to spring to life. He used the broken remnants of the laboratory's equipment to forge more of the iconic metal orbs he used for travel. Discarded guns, weapons, surgical implements, computers, tables, and wall panels shot out from all directions, coming together in mid-air to form sheets of solid metal. The crudely made alloys twisted and shifted as if they were made of clay, forming into gigantic spherical shapes moments later.

"Now we shall take our leave…" Magneto ordered his team of subordinates, his eyes shifting towards the haggard man standing by the window. "You may release your hold now that we no longer require your services. Make certain you do this before we depart."

Mastermind shuddered slightly at the sound of his employer's voice before slinking across the room. "My abilities have a limited range and will wear off when we are out of distance, but if you wish it I shall release them now…" he nodded agreeably before joining the others.

The orbs cracked open, allowing the assembled Acolytes to enter, which they did without question. The procedure was something that they had done on a regular basis, and once they were safely encased, the metallic pods slammed shut around their occupants. Magneto floated into the air, raising the orbs with him slowly until they had cleared the opening in the ceiling of the building. Once they reached the open air, the spheres took to the skies with amazing speed, the formation disappearing into the night sky in a matter of seconds.

Meanwhile…

Deep in the confines of Silvermane's former base, several of the remaining crime lords had assembled to discuss the recent events. Since nightfall the group had been debating on how they were planning on dividing up the Kingpin's assets now that his control over the city had weakened. In less than twenty-four hours, the power vacuum had caused several smaller gang wars throughout the city. Even small-time gangs had been trying to muscle their way into the fold in an attempt to control Wilson Fisk's abandoned territory, and without a leader to command them, his men had offered little resistance.

While the fall of the legendary Kingpin would have normally been a good thing, Silvermane's arrest had caused even more complications. He had obviously been the next in line to rule over Manhattan's underworld, but smaller gangs had also begun to attack his territory as well. Owl, Hammerhead, and Tombstone had also been caught by the police, and to make matters worse, Alistair Smythe had left the Maggia without warning, taking his robotics technology with him. It was almost as if everything had been planned, because in the end, the gang war that everyone hoped would settle the power dispute had actually left both sides without a leader.

Alisha Silver sat at the head of the meeting table of her father's underground lair, now placed into the role of leading her father's criminal empire. They had lost so much power in such a short amount of time, she found herself at a loss for words as they repeatedly ignored her threats. With their top enforcers, head scientist, and leader gone, the Manfretti Family's assets were spent. The remnants of her family's organization had very little power to speak of, although she believed that gaining a large enough chunk of the Kingpin's sphere of influence would compensate if things went well. Even so, the negotiations had gone on for several hours at this point, and she had made little progress with the other crime lords.

Stealing her nerve, the newly appointed Don decided to place her own thoughts on the table. "As reining leader of the Silvermane Family, I propose a temporary alliance between our remaining syndicates until we are able to repair the damage done by the recent gang war."

Sitting across from her was an incredibly fat man wearing dark sunglasses despite the dim lighting of the room. Although the other mobsters seemed less than amused by her sudden input, the chair bound man openly chuckled at her attempts to forge an agreement between the bickering lords. He rubbed his hands together like a conniving thief, resting his digits on the surface of his stomach, giving the others the impression of an overstuffed pig. As sloppy and obese as he appeared, the Slug was one of the most well-known drug dealers in the country, running his business through his connection in Florida and New York.

"Why should we trust you?" he questioned with a dark smirk. "After your father's incompetence shook the criminal underworld, there has been utter chaos. Mere hours after the gang war ended, petty crooks emerged from the cracks of society like scavengers in an attempt to seize power."

"If we do not come to an agreement, this power vacuum created by the Kingpin's absence will swallow us all!" She retaliated fiercely, her eyes shifting across the table. "Is this what you want? Slug, Pazzo, Iceberg, Angelone, Fortunato, Guncci? She said their names, her gaze shifting to each crime lord as she spoke them.

An eerie silence filled the room as they all considered her words, some of them whispering amongst each other in an attempt to come to a conclusion. The power vacuum that had erupted followed the removal of the city's two crime lords would no doubt destroy them all if they were unable to come to a solution. Of course none of them wanted to simply divide the Kingpin's territory equally, since each of them had hoped to proper now that they were no longer forced to cower beneath the rule of the big man's criminal empire. Most of them had been forced to do business through his network before, and now that he was gone they saw new opportunities on the horizon.

"I decline…" Don Fortunato raised his hand in the air to grab the attention of his fellow gang leaders. "I would rather participate in another gang war with the possibility of increasing my own sphere of influence, than ally with this group and remain a partner. To gain power, a man must take the necessary risks."

"The New York City Crime Cartel does not, and will not recognize you as the new leader." Another of the crime lords stated.

The man sitting next to him had a ghostly pale complexion, sharpened teeth, and blue hair, known in the world of crime as Iceberg for his appearance and his trademark weapon. He was rather tall and wore an ice blue suit with a royal blue tie, his appearance fitting his theme well. Several experiments had been performed on his body, giving him the strength of ten ordinary men. His personal weapon was a special ray gun with the ability to freeze its target in a block of ice, a piece of technology originally given to him by the Wilson Fisk years ago in his early criminal years.

Iceberg stood up from his seat with a defiant glare. "I say you're trying to con us into handing all power over to you." He squared up to the group's sole female. "In this business it's every man for himself, especially now that the strings have been cut!"

"No, why won't you listen to me?" Silvermane's daughter protested with a look of outrage.

"An alliance between any of us would be doomed to fail, because no one in this room has the time or interest to negotiate with those they would rather see dead." The Slug responded with a small grimace. "Do what you will, but this summit was pointless from the very beginning."

The man named Guncci slammed his fist on the table. "Our attempts to negotiate terms have clearly ended in failure. It is clear that there is no fair way to divide up the remainder for the Kingpin's assets without one of us taking a loss. There are too many complications…"

Alisha grit her teeth. "Do no misunderstand my intentions… My father gained the support of this council during our collective attempt to overthrow Wilson Fisk, yet you refuse to renew this alliance now that he is gone."

"You clearly lack your father's charisma." Iceberg pressed his hands together in amusement. with a sharp-toothed smile, making him look more like a shark preparing to bite its prey. "Right now there's no need for us to collaborate."

The arguments escalated as she attempted to describe the benefits of her own petition, but her success was very limited. Most of the lesser gang leaders were far too obsessed with grabbing power in the confusion to see any rewards through working with her Maggia, while it was pointless to argue with Iceberg. Unlike most of the group who operated from behind the scenes, he was a street gangster who committed his own crimes and unified several minor gangs under his command through street smarts. Some of the major groups like the Hammerhead Family might have supported her, but he was currently incarcerated along with her father.

"I believe we have already established this." Fortunato spoke up with a note of pronounced impatience, his curt statement silencing the others immediately. "I believe it is more imperative that we decide whether of not a second gang war is our only option. Will we fight amongst ourselves to determine who among this group will inherit the largest portion of the spoils?"

Before any of the crime lords could continue the heated discussion, the door in the back of the room slide open to reveal another figure. He was a well built figure and stood over six feet tall, with arched eyebrows, a neatly trimmed beard, and strong-set jaw. The man's jet black hair had a small streak of gray running through it, although his body bore very few other signs of his age. Unlike the Slug and Iceberg, the newcomer had a much more ordinary appearance and exuded a sense of nobility that almost everyone else in the room lacked. He wore a pressed gray suit and black tie, his gentlemanly appearance and demeanor belying his true personality.

A former Italian aristocrat, he had always been one of the most prominent figures in the international world of organized crime. He had moved to New York and started his own Maggia several years ago, modeling his own empire after that of Silvermane, although he rarely involved himself with the other gangs and instead preferred to operate outside of the city even though his headquarters was located in Manhattan. Although he had been invited to the meeting of the crime lords, the newcomer had been late due to his own endeavors. Nevertheless he strode into the room as though the gathering had just begun.

"I apologize for my tardiness… I assume you will overlook it this time?" The Italian gentleman added courteously.

The lone female in the room nodded curtly. "You need not worry about such trivialities, Count Nefaria. We have been discussing the recent collapse of the Kingpin's influence." She gestured to the empty seat beside her. "Would you please have a seat so that we may continue?"

Although the man moved closer to the table, he did not sit down. His fellow crime lords seemed not to understand this lack of courtesy, but it was his way of telling them that he would not allow anyone to dictate the terms of the following discussion. While he had not been present for most of the meeting, the Italian mobster had anticipated that they would never agree, and could feel the tension in the room thicken with each passing moment. So far things were going just as he had hoped despite the fact that he had not been present for the majority of the meeting so far.

"I have long served alongside my father, and thus I have learned everything there is to know from the greatest leader the Maggia had ever seen. If you refuse to trust in my leadership to guide us through these issues, then a conflict is inevitable." The middle-aged woman had lost her patience at this point.

Count Nefaria smiled discreetly to himself before interrupting her. "You seem to be under the impression that the others do not agree with you, yet you couldn't be further from the truth." He began in an unusually polite manner.

"What do you mean by that?" she asked angrily, barely restraining her desire to launch the conflict in this very room.

"After exhausting their resources during the recent struggle, none of your associates have the firepower to partake in a struggle amongst their former allies to seize what remains of the Kingpin's empire." The Italian nobleman explained carefully, his gaze hardening slightly as he spoke. "Leadership must be proven, not demanded. As the newly appointed head of your father's Maggia, they are naturally reluctant to place the fate of their respective business ventures in your unworthy hands."

Alisha Silver stood up from her seat at the head of the table, causing a wave of uncertainty to course through the room. "Regardless of your personal opinions, misguided as they may be, I demand the same respect that has been given to my father!"

The Italian Aristocrat folded his arms with a sense of mingled pride and arrogance. "If you desire respect, you must prove yourself rather than ride on the past accomplishments of your family." While his voice betrayed no signs of hostility, her anger seemed to grow. "In either case, I believe that the New York Crime Cartel would be better off seeking new leadership…"

"That's ridiculous!" Silvermane's daughter screamed with growing outrage, her calm façade evaporating in this instant.

While she waited for someone to back up her claims, a discomforting murmur swept down the table. Several of the crime lords shook their heads in response to her words, while others turned away in disgust. Iceberg and the Slug appeared completely indifferent to the current scenario, while many were simply interested to see who won the exchange, although one thing was abundantly clear so far. The newly appointed head of the Silvermane family had lost her head, while her adversary had merely pointed out the obvious truth that she was too blinded by her own pride to recognize. At this moment she wanted to rage at him, break his unshakable calm and rip him apart with her bare hands.

Alisha Silver shot up from her seat, her temper flaring up at last. "Kill him!" she screamed, calling for her minions who were stationed one room over in case of emergency.

The door swung open, pushed open by the weight of two falling bodies. Her thuggish bodyguards collapsed into a motionless heap as they landed one after another onto the floor of the meeting room. She stared in shock at the bloody wounds covering their backs, although she had already guessed that someone else had killed them. A shapely woman wearing a black cat suit and white top entered the room, her face framed by curtains of long raven hair, and hidden from view by a golden mask. The intruders also wore white gloves and matching boots, an unusually large handgun in her right hand, and a knife in her left.

Several of the gathered crime lords panicked, although they were hardly in any position to get involved, but Alisha Silver had other plans. Reaching under the table, she grabbed a hidden revolver and prepared to shoot, but no sooner had she raised her own weapon, that the enemy struck. The assassin shot her directly through the head with a single bullet, instantly killing the only remaining heir to Silvermane's Maggia. She gasped in horror as the bullet passed between her eyes almost as if she was unaware of the shot, but less than a second later her eyes went blank, her lifeless form toppling motionless onto the floor.

"Well done, Madame Masque." Luchino Nefaria gently clapped his hands together twice in a mocking gesture.

"But of course…" The masked woman bowed her head respectfully before lowering the end of her weapon.

Upon realizing that the other crime lords were watching him, the Maggia boss crossed the room so that he was standing beside his assassin. He cleared his throat as if he were about to give a speech. "You have my apologies for the mess… From now on I'm in charge here." he eyed the body of Alisha Silver as if she were a discarded cigarette before turning back to the others. "Does anyone have a problem with that?"

Tension filled the room almost instantly, but when no one spoke up, Count Nefaria smiled to himself. He had waited years for the Kingpin's rule over New York to end, and now there was no one left powerful enough to stop him from taking the big man's seat of power for himself. So many years he had been biding his time handling small business while he waited for the chance to strike, and now everything had fallen into place perfectly. He didn't know exactly who or what had prompted the recent gang war, but at the moment it hardly mattered. The power and influence that he had long sought was now his.

Meanwhile…

On an island in the Pacific Ocean, several hundreds of miles away from the United States, stood a gigantic dome-like structure decorated with gigantic H-shaped arches. Towering over the island's trees like a mighty colossus, the building was hardly inconspicuous, but due to some special circumstances, this hardly mattered. The entire mass of land was surrounded by a special barrier that concealed them from view, and the cloaking field even jammed tracking devices to protect the island's dwellers from unwanted company. Only aircrafts with the proper clearance could land on the island and enter the base.

Even if someone managed to locate the island, the barrier surrounding them was strong enough to repel explosions from a nuclear warhead, and the automated defense system would likely detect and shoot down any aircrafts that came within range before they had the chance to launch an attack. HYDRA had spared no expense when it came time to designing the defenses of their hidden headquarters, and very few people even among their organization were actually allowed to know the location of the island. Much like the Kingpin's lair, HYDRA Island was the nerve center of their entire spy network.

Deep within the confines of the colossal structure, the leaders of the infamous syndicate were waiting for their agents to return. The audience chamber was an extremely large circular room positioned in the center of the complex, the large glass dome comprising the ceiling revealing the starry skies above. A series of light lined the area, completely lighting the entirety of the room to the point where it almost seemed like daytime. The walls and floor were covered in a metallic paneling, producing an industrialized ambience, and several yellow banners bearing the HYDRA insignia covered the walls at equal intervals.

A large set of stone stairs jutting out from the center of the room led onto a large platform on the opposite side. On the far end of the platform was a raised dais, on which stood a large, decorative silver throne, the back of the chair reaching much higher than necessary as if to show off the kingly stature of the person who sat atop it. On the section of wall directly behind the throne was a red banner with the group's insignia, although it was much large than the others that lined the walls. Several guards stood at attention, each of them wearing the green jumpsuit and cowl of the organization.

Without warning, the doors on the opposite side of the room opened with a metallic clash, revealing the familiar form of Madame Hydra. She hesitated for a moment before continuing her progression, several of the green and yellow clad guards saluting her as she continued past them and onto the steps leading to the throne. The woman grew nervous as her superior came into view, his elderly face inscrutable while his pitiless eyes narrowed dangerous behind his monocle. He bore down upon her like a vulture preparing to seize its prey, something that made even her uncomfortable.

"I apologize for the interruption, my lord." Madame Hydra sunk to one knee in respect before her superior's throne.

"Viper!" he said her name with disdain. The Supreme Hydra then paused for a moment, looking at her as if she were something he has scraped off the bottom of his shoe. "I trust you have not come to bore me with the benefits of diverting our funds back to the human weapons project you developed."

She stood up and walked so that they were standing a few meters apart. "X-23 was a failure, but a renewed attempt to salvage the project could provide us with an army of super soldiers the likes of which this world has never seen." If one could destroy an entire branch of HYDRA, imagine what an army could do if we could find a way to control them."

"Enough!" Baron Strucker interjected in his hoarse, gravely tone. "I have twice refused this request... Do not make me repeat myself!"

Madame Hydra shook her head. "My team has spent the last few months in an attempt to duplicate the power of the original without the personality flaws. We believe that this project could easily be a success if you grant us the time and funding to…"

Her superior stood up from his seat, the action silencing her at once. "You gave up your right to make demands when the units placed under your supervision were wiped out." He surmised bluntly. "I cannot allow you to waste more of our resources on a failed project. The fact that you lost the original subject was bad enough, but allowing your own experiment to exterminate the North American HYDRA branch is less than unspeakable."

"I would have easily recaptured her had the Kingpin not betrayed us!" she retaliated harshly.

He winced slightly as if her words only fed his anger. "You should have expected this when making deals with common criminals. Furthermore you dared to come back empty-handed after losing crucial information to the enemy!"

The green-clad woman sank back as she prevented herself from attacking the old man, having grown tired of his condescending remarks, no matter how true some of them were. As one of the primary commanders of the spy network, she had hoped to get back into his good graces, but her attempts to obtain the necessary channels had failed. She knew that the Supreme Hydra was not big on forgiveness, something that had been proven multiple times. The agent stood in silence as the old man returned to his seat, attempting to ignore his ironclad gaze.

This awkward moment was broken as the doors on the far side of the room opened, revealing the red-clad form of the Gorgon. After her failure in New York, the old man had dispatched the other HYDRA commander to resolve the recent situation in her place, something which greatly irritated her. Upon her return, the baron had told her that she was going to be transferred to the European branch, but after seeing his course of action it felt more like he was trying to get her out of the way under the guise of a promotion. Madame Hydra moved to stand beside her superior as the newly arrived agent knelt before him respectfully.

He signaled him to rise with his right arm, his gaze hardening slightly as he noticed someone was missing. "Where is Reaper? Was he not supposed to return with you?" the old man questioned with a note of irritation.

The red-clad mutant straightened his dark glasses before answering. "He took the liberty of visiting Count Nefaria in an attempt to establish a partnership with his Maggia. With the Kingpin removed from power, Reaper decided it might be wise for us to gain support from the person most likely to take his place."

Baron Strucker smirked with satisfaction, sparing a sideways glance at the woman standing to his immediate right. "You see, Viper? This is the type of thinking that separates a King from his pawns."

"I'll have to remember that for later…" she replied, her eyes moving towards the newcomer.

Gorgon reciprocated her gesture, although the impact was diminished by his eyewear. "Perhaps it was a good thing that you botched your own mission." He remarked coldly. "It gave us a reason to weaken Manhattan's crime syndicates while securing valuable information from the enemy."

"I thought you had planned only to retrieve the information he stole from me?" the green-clad woman raised an eyebrow in confusion.

"That was the original plan." The mutant ran a pale hand through his greasy hair. "However, I decided that it would benefit us more if we stole every piece of information available from the Kingpin's mainframe while he was busy dealing with some more direct problems."

The Supreme Hydra planted his elbows in his lap, folding his hands while casually resting his chin on them. "So you actually managed to secure this information from the heart of Crime Central?" the old man's lips twisted into an evil smirk. "No doubt I am impressed, but how did you find the time to download the entire network's worth of intelligence?"

Viper leaned forward slightly in anticipation. "Yes… How did you do that?"

"You'll find it's quite simple to do when the enemy's main forces are focused on repelling a more immediate threat." The Gorgon stroked his chin thoughtfully before turning to face their superior. "I must admit that your plan to pit Silvermane against the Kingpin worked out better than any of us had hoped."

"Surely his subordinates would have stepped you?" the female of the group inquired.

"We were able to infiltrate his headquarters undetected amidst the ongoing battles." He replied with a note of arrogance. "The two rival gangs were too busy fighting each other to notice my presence, and those who might have been stationed to guard the Kingpin's hideout were forced to combat the threat posed by the city's superhero population. With so many distractions in play at once, pilfering this information was child's play!"

She struggled to find a flaw in his mission, a look of amusement flashing across her face as she remembered one thing. "Evidence of your tampering most likely remains, meaning that he could trace the incident back to us."

The red-clad mutant copied her expression. "That would be a problem, had I not uploaded a computer virus into the terminal, completely wiping out the entire system once we were finished securing the data. Even though he managed to escape the authorities, Wilson Fisk has no means to control the criminal underworld, meaning he is no longer the Kingpin!"

Viper was left speechless again, although her superior seemed to find interest in this sudden revelation. She had not only ruined her own reputation among the organization, but allowed someone else to showcase their own competence. As she pondered these thoughts in relation to the other commander, their leader looked on with a sense of grudging respect for his loyal lieutenant. The old man stood up from his seat, extending a hand to his subordinate, who took the show of respect without any complaints.

"Well done, Gorgon… To think I once doubted your chances of pulling off this mission." Baron Strucker withdrew his hand and raised an eyebrow behind his monocle, his demeanor quickly returning to normal. "I trust you have brought me that which you have promised?"

"Of course!" the other man reached into his suit jacket, pulling out a small flash drive seconds later and handing it to his superior.

The former Nazi accepted the spoils, glancing at the data container for a moment before pocketing it himself. "Considering that the entirety of the Kingpin's empire not sits in my hands, the information contained on this drive will prove quite useful to us." he turned to face the mutant. "For your exceptional service, I hereby grant you the position of field commander."

Madame Hydra felt her heart skip a beat. "My baron… Surely you would not grant my position to this man?" she stammered slightly, her voice reflecting pent up frustration. "I have been nothing if not loyal to HYDRA for many long years. Not once have I ever left your side in this time of service. You must understand that I…"

"Have failed enough times to warrant this sudden demotion!" The Supreme Hydra finished the sentence for her, his voice cold and merciless. He exhaled sharply before shuffling back to the throne and taking his seat. "If that we is what you planned to say, then I could not agree more."

"But if you could just give me a chance to…" she began.

"No more chances, Viper! As of this moment, you and the Gorgon will switch ranks." Baron Strucker realized she was about to protest and silenced her by raising his hand. "You should be grateful to have not received worse after disgracing HYDRA not once, but twice, in such a short period of time!"

Realizing that his answer would not change, she backed down from the argument, inclining her head in defeat. "As you wish…" she complied.

The room's occupants remained quiet for several minutes, the soldiers below not daring to speak into the presence of the top three commanders, while Madame Hydra was clearly displeased with her conviction. It was a blow to her pride to have lost her title, and although her demotion had only been by a single rank, she disliked the idea of answering to someone like the Gorgon. After serving the organization for decades, she had actually fallen a step down from the top, a move that had been greatly unexpected. On the other hand, Gorgon appeared completely indifferent to the whole scenario. Although she suspected that he was probably pleased with the sudden bit of good fortune that had fallen into his lap, he bore no outward signs of caring.

If he noticed her apparent displeasure, the baron purposely ignored it. "Viper!" he barked as if addressing an animal.

"Yes sir!" Madame Hydra stepped forward with an unreadable expression. To her surprise, her superior handed the computer drive to her.

"I need you to process this information immediately!" the former Nazi commanded. "For now you are dismissed…"

She looked slightly insulted by the fact that he was willing to used her as a secretary, but quickly hid her displeasure and nodded. "I will get on that immediately."

As she descended the stairs and reached the door, he stopped her one last time. "Although your work in the field has been less than satisfactory as of late, I trust that even you can process and sort this information?"

"Of course, Baron Strucker…" she responded before sliding through the doors and into he darkened hallways beyond.

Madame Hydra proceeded through the dungy passages, barely looking up as the occasional guard saluted her presence. Things were getting out of hand at this point, especially considering that she had just lost a rank and most of her funding in one fell swoop. Of course the green-clad woman couldn't blame anyone else but herself at the moment. She had made a lot of mistakes the last year or so, and had caused even more problems while trying to fix them. In reality she had loathed herself for allowing the situation to get out of hand, and her attempts to make things right had failed.

Thinking back, she had been a skilled assassin in her youth, yet now the painful truth began dawning on her. Viper knew she was coming close to her middle ages and more recently she had begun to notice that her reflexes had dulled. Thinking back to when X-23 attacked her airbase, she had cowered in fear of death, knowing that any attempts to fight the girl were pointless. Her first attempt at fighting in at least five years had ended in failure when matched up against the X-Men. In her prime she would never have lost to those mutants, or allowed herself to be caught off guard by the Kingpin when he had threatened to throw her from the helicopter.

Rounding another corner, Madame Hydra entered the nearest computer lab and prepared to begin her assignment, but before she could, an idea hit her. In this moment she realized that there was something she could do to remedy some of these problems. Instead of plugging the drive into the terminal to begin the analysis of the data, the green-clad villain opened up the communications network and typed out a series of commands into the computer. The monitor flashed a few times before revealing the form of an unfamiliar man wearing a yellow jumpsuit, a yellow mask, and goggles.

"Madame Hydra… How may we assist you?" the strangely garbed man replied on the other end.

She smiled modestly, her green colored lips betraying a rare smile. "Tell MODOK that I would like to make an appointment with the scientists of AIM…" she replied with a quiet sense of anticipation.

Note to Readers: Phew… Another chapter down! I plan on going back to X-23 next chapter because she's been left out of the loop for a while, and this is a story that started with her. These last few chapters are setting up the future of this story while establishing hints for the sequel, but I think I can finally go back to the main focus now that I've done a pretty good job with this. As usual I'm sorry for any typos, spelling, or grammar mistakes, but as usual it's often late when I work on this story.

I received a major lack of support last chapter, although since nothing particularly interesting happened, I can understand why. Please give me some **REVIEWS** or support if you get the chance. If you liked something tell me, and if you have any suggestions for the story than I will be more than happy to listen. For you people who miss the main cast, you'll probably enjoy the coming story arc.


	27. Chapter 27

**Chapter 27: Concerns and Contracts **

Disclaimer: I do not own any Marvel characters or logos.**  
**

Charles Xavier sat in his wheelchair in the master living room with his morning newspaper, a cup of coffee resting in his hand as he alternated between reading and taking sips of his drink. The large red curtains were parted, allowing the light to pour in through the large decorative windows, the sun rising over the hills in the distance at this early hour. It was a large comfortable room filled with plush sofas and decorative tables and a large fireplace, a grand piano in the far corner emphasizing a sense of class and sophistication. Today he was using this room for a meeting with his team of X-Men.

They had just come back not long ago, Scott and Jean arriving the previous night while Logan had returned only a few hours ago. After their ordeals, the group was understandably exhausted to varying degrees. Naturally the professor had allowed them all time to rest before reporting their findings, scheduling a location and time when the group could gather together. Since Storm and Beast had been teaching classes the previous day, he decided it was best to wait until Wolverine returned so that they would all be together to hear whatever findings his X-Men had brought back from the field.

He had scheduled this early meeting in his private chambers, only inviting those who had been allowed to join the active roster, the core group mostly consisting of his most trusted students and all staff members. Professor Xavier knew that the other students would probably be asleep at this hour, and very few of them would simply barge into his personal chambers without warning. Kitty, Iceman, Nightcrawler, and Rogue were dressed in their pajamas, the first three looking as if they had just rolled out of bed, while the latter had at least combed her hair. The others were dressed casually, except X-23 who had exchanged her assassin garb for a basic X-Men uniform.

Realizing that everyone was present, the telepath addressed the small crowd. "Now then, I am fairly certain you all know why I called this meeting?"

"Ugh! It's five in the morning." Kitty Pryde mumbled groggily, her eyes drooping slightly.

Kurt let out a long yawn. "The alarm clock said it vas time to get up, but my eyes keep saying it's time to go back to bed."

The professor folded his hands patiently, quietly remembering the simple days of his own youth with a chuckle. "I feel it imperative that we first discuss recent events, especially after our returning team urged me to listen. Although I bid them to rest beforehand, it is also important that we while the information is still fresh in their minds."

"Can't it wait till morning?" Bobby groaned from his place on the couch, subconsciously using his teammates as a pillow.

"Dude… Ever heard of personal space?" Kurt pushed the icy mutant off of his shoulder.

Iceman fell into the female mutant to his right, who phased through him with her powers, creating a rather awkward situation as he realized his head was sticking out of her stomach. "I'm up! I'm up!" he bolted upright and shook his head like a dog that had just returned from a walk in the rain.

"Bout time he woke up." Rogue fumed with a sour expression, her cheek resting on her hand as she leaned away from the others. Her eyes moved towards the telepath, who looked slightly entertained by this display, so she decided to address herself to him. "So professor, what exactly did you need to tell us?"

Professor Xavier shook his head lightly. "The concern is not what I wish to tell you, but rather what your teammates have been able to learn from their recent missions."

Scott sat beside his girlfriend on the loveseat, exchanging glances with her before addressing their superior. "I take it you want us to explain anything that might help you figure out what Magneto is up to?"

"I would be very grateful if you would volunteer." The crippled psychic replied with a shadow of a smile, his gaze moving away from them for a moment. "Of course if Logan would prefer to tell his story first, that wouldn't be a problem either."

The assembled mutant looked towards the feral hero leaning against the door, earning a small snarl from him. "I was never the best at parroting back specific information." He added with a tiny shrug of his shoulders. "Since we ended up joining forces in New York, I think it would be a better idea if you let Scott and Jean tell their story first. It'll save me some time explaining small details later."

"Fair enough…" the professor gave him a small nod before shifting his gaze to the others. When no one came forward, he made a gesture to the younger X-Men. "Perhaps the two of you can help shed some light on what happened in the field. If either of you have anything particularly important to report, please share it with the rest of us."

A silence fell as the room's occupants all seemed to focus on the mutant couple sitting on the loveseat near the window. When neither of them was quick to reply, Jean gently elbowed her boyfriend in the side so that no one could see, prompting him to stand up and take charge of the gathering. Many of their companions looked anxious to hear what he was going to say, Colossus shifted uneasily in response to the silence, while Wolverine simply closed his eyes and leaned against the wall. His female clone had subconsciously copied his pose, earning a small laugh from Iceman who had spared them a glance.

Logan's left eye cracked open in a flutter, looking like a bear that had just been woken up during hibernation. "What's so funny, ice-twerp?"

"Nah, it's nothing…" Bobby added with a slightly nervous chuckle. Turning his back to the others like a child who trying to look innocent, he addressed the two mutants positioned across from him. "So, guys! You were about to say something important?"

Cyclops stood up and cleared his throat to draw the group's attention back onto himself. "During our little vacation, Jean and I ran into some really strange situations. I'm not even sure if everything we discovered was relevant to Magneto, but the longer we stayed in Manhattan, the more complicated it got." He scratched the back of his head pensively for a moment. "Ugh… Now that I think about it, it's really a lot to sort out in one sitting."

"That's quite all right, considering that we were not entirely unaware of your activities." The Professor laced his fingers together calmly.

"What do you mean?" Jean piped up suddenly, her eyes widening slightly in surprise.

Beast placed a hand on her shoulder as he walked back to his own chair, having stood up to retrieve a newspaper from the stand behind the sofa. He gave the younger mutant a fatherly expression before forcing it into her hands. "You'll find that the press coverage in that city is a bit more interesting than what we usually see around here."

"We were quite surprised to see that you were getting so much publicity." Storm rested her hand against her head in an exasperated manner.

Everyone watched as the female psychic unfolded yesterday's issue of the Daily Bugle, her fingers trembling slightly as she saw pictures of herself, Scott, and Warren on the front page. Although the photographs were rather small in comparison to the large image of Spider-Man covering the top half of the newspaper, all four heroes were depicted in exciting poses as if someone had shot them during a professional session. Whoever had taken the pictures had done an excellent job, although how a photographer could have gotten that close during a fight piqued her interest.

She held up the article to show the others, earning a number of different reactions from those who hadn't seen it yet. The younger X-Men looked noticeably shocked by this sudden revelation while most o the adults seemed to have already seen the article beforehand. Colossus leaned forward slightly to get a better look, and Logan had been too tired previous night to stand, let alone read a newspaper. Surprisingly enough, X-23 broke away from her normally distant demeanor and openly scowled disapprovingly when she saw the faces of her new teammates on the front page.

"It's disgraceful to allow someone to capture you on film, especially considering that you were both pursuing an enemy at the time." She commented with cold expression.

Although he did not respond to the insult, Cyclops glanced over at his girlfriend with a puzzled expression. "I honestly don't remember seeing anyone with a camera around when we were fighting those creeps in New York."

She reciprocated his confused gesture. "We were also in a photograph on the front page the day after we fought the Rhino, although it bothered me a little bit back then too. I was seriously under the impression that everyone was too busy running from those super-powered monsters to turn around and snap a picture."

Kurt looked on anxiously, his yellow eyes taking in the aforementioned pictures. "Well, think of the bright side…" he scratched his head with an awkward expression. "At least whoever took these pictures got your good side."

"Lemme see that!" Rogue snatched the paper away from the redheaded psychic, looking at the photos of her friends before shifting her attention the larger picture above them. She held up the paper to the others, gesturing to the web slinger. "I know this probably doesn't relate, but would ya'll explain to me who that creepazoid in the mask is?"

Scott exchanged and awkward expression with the female psychic before answering, the stares they were receiving making it harder to find the words. "We're actually not sure about that, but either way it's a little complicated to explain…" he began, subconsciously running a hand through his hair.

The female psychic shrugged. "We don't know who he is, but the guy told us his name was Spider-Man? At the very least, I think it's safe to say that he's not a mutant, but at the same time he seems to possess abilities far beyond those of the average human, and even some mutants."

"Don't beat around the bush. That masked weirdo we ran into is nothing more than a whacked out vigilante!" Wolverine interjected bluntly, his posture straightening as he unfolded his arms. "From what I heard, that insane asylum is filled with costumed crime-fighters and psychotic super villains."

Beast removed his glasses in a scholarly manner. "While I do not wish to be rude, I would like to ask if this is relevant to the current situation?"

"More than you know…" Cyclops added cryptically, earning nodes from his two teammates.

"Would you care to explain?" Storm added in quickly, her curious sentiment shared by the majority of the group.

While the others looked as though they were bursting with their own questions, Professor Xavier nodded compliantly in response to the previous assertion. He raised a hand to silence the group's murmuring before gesturing kindly to the mutant couple. "Perhaps you should tell us everything you can about your recent experiences."

Scott Summers twiddled his thumbs nervously. "After everything that happened to us, I honestly wouldn't know how to explain it properly."

The bald telepath folded his hands in his lap, quietly glancing at the rising sun. "The day is still young, and we have all the time in the world to listen to your explanation. To do this tale justice and alleviate confusion, might I suggest that you start from the beginning?"

"I guess that would probably be the best way to approach this situation." Jean seemed to agree.

"So just tell us already!" Bobby called out, having fully woken up from his previous stupor.

Scott hesitated for a moment and took a deep breath before beginning. "I guess it all started when Jean and I were first stationed in New York to investigate Magneto's recent activities."

"It was supposed to be an information gathering mission, but when we saw how dangerous some of the local criminals really were, we ended up fighting them to save innocent lives." She folded her arms and sat back in an attempt to relax. "Using our powers in public felt like the only option when those super-powered monsters endangered public safety."

Her boyfriend's gaze settled on their handicapped leader before he spoke again. "We did what we thought was right… The same thing you taught us to do, professor."

The female psychic affirmed this with a nod in his direction. "We might have become more involved in Manhattan than necessary, but in the process our team made some interesting discoveries that might have been overlooked otherwise."

"You need not apologize for protecting the innocent, because I will never fault my X-Men for acting in the interest of human life" The old telepath replied, his face glowing with a sense of pride for their morality. This expression disappeared quickly as he acknowledged the second half of her statement. "On the other hand, I am interested to hear exactly how the two of you became involved in unrelated affairs, and what bearing it has on the mission's objective."

Cyclops paused briefly to consider his questions before answering. "It really started when we went to Angel for help. During our visit to his loft, we explained our mission to him and he agreed to help us. Believe it or not, he'd been keeping records of the city's criminals and was already aware of Magneto's activities due to a photograph in the newspaper."

Jean Grey leaned forward, placing her hands in her lap. "Although it wasn't entirely relevant to our case, we were both curious about the man who kidnapped Logan and X-23, and attempted to sell her to HYDRA. We gave Warren a general description of this criminal along with anything else we could remember in the hopes that he could answer the question." She frowned as the memory came to her. "As it turned out, the enemy we faced was actually the most powerful crime lord in New York."

"Ah yes… You explained something to this affect when we spoke on the phone." The professor made the connection rather quickly. "I briefly addressed this issue to the others during a meeting we had in your absence, but it would probably be a better idea if you filled in the blanks. As of now, I am more interested to hear how this relates to the current mission."

Scott brought his hands to rest on his knees and relaxed his shoulders. "Angel helped us search for clues that might explain Magneto's crimes, but during our investigations we felt obligated to help him fight crime."

A shadow of a smile graced Rogue's pale features as she remembered the day she met the winged mutant a Christmas ago. "Ya'll gotta admit that he's got some serious guts, risking his neck to save people who don't even like mutants. I don't reckon anything could keep him from helping people… It's just like when me and Scott first met him in New York last year."

"Not to mention he was pretty cute for a guy with wings." Shadowcat interjected as she remembered his appearance at the institute earlier this year.

Iceman let out a small chuckle. "That would definitely explain why you were spying on him."

The intangible mutant raised an eyebrow in amusement. "Sheesh, do you always have to commentate? If I remember correctly, a certain someone was also sneaking around in that same hallway, poking their nose into other people's business."

"I'll have you know the team never would've made it through that mission without me!" Bobby stuck his tongue out at her, pulling his eyelid down in a childish manner. "Nyah!"

Charles Xavier ignored their childish comments and shifted around so that he was facing his two older students. "Now then, shall we all get back to the main discussion?"

"Sure thing, professor!" Cyclops answered, taking a second to bring his previous train of thought back to the surface. He waited again for the mixed conversations to die down before turning to the girl sitting beside him. "Since I was telling the story before, maybe it would be better if you continued it from here?"

"If you insist." The female psychic responded with an impatient sigh, instinctively tousling her hair. She took another long breath and let it out before addressing the rest of the assembled mutants. "Anyway, we couldn't just sit by and let him fight by himself, so whenever Angel fought the bad guys, the two of us went with him. Truthfully speaking, we didn't find anything particularly useful concerning our own mission, but while helping Warren, all three of us accidentally stumbled headfirst into a gang war between the local crime lords and their super-powered mercenaries."

Her boyfriend calmly folded his hands on his lap and resumed the story. "Around his time, we all teamed up with that Spider-Man guy to stop that army of supervillains from turning downtown Manhattan into an oversized parking lot. There was too much going on in the city for us to stop, but we decided to help Angel take down the people behind it. Around this time, Logan called us up, saying that he was in the city and needed some help."

The group's attention shifted to the feral mutant leaning against the door, who despite having his eyes closed, seemed to sense their expectant stares. He unfolded his arms and relaxed his shoulders, silently going over the information he was bound to share from this point onwards. He figured that Nick Fury wouldn't much care if he told them about the mission he had done for SHIELD, although even if it did make a difference, Logan wasn't particularly concerned right now. Realizing the possible importance of his own knowledge, he sat up a little straighter and decided to throw it onto the table and see what the others made of it.

Wolverine ignored the growl in his throat and began to speak. "Thanks to Nick Fury and the folks at SHIELD, I also ended up in the middle of this gang war against my will."

"You're not exactly the best man when it comes time to subtlety and restraint. It sounds like the government must be getting desperate to send you in!" Iceman added.

Rogue released out a moan that sounded more like a cough. "This from the guy that stows away in luggage wracks and runs headfirst into a fight without even thinking."

"Actually, I do believe he has a point in wondering why they would send him to begin." Hank McCoy glanced over at their disabled leader before addressing the former Weapon X. "I'm well aware that you were drafted to complete a mission for the government, but did they actually position you in Manhattan with the intent that you would participate in the ongoing gang war? If so, then why you specifically?"

"There were two reasons why it had to be me, the first of which was because they needed someone to track down an illusive master criminal." the clawed mutant began. "It was a guy called the Chameleon, and he was running loose in New York after escaping custody. He had the ability to change his appearance using a hologram projector contained in his belt buckle."

Nightcrawler groaned like he had a stomach ache. "Well, it's not like you lacked experience tracking down a shapeshifter." The furry mutant exchanged glances with his adoptive sister, who quickly turned away rather than dignify the statement. "I'm sure it was easier than hunting our dear mother."

"Pretty much…" Logan answered before returning his focus to the previous sentiment. "The second reason I was picked for this mission is because their newest agent was also assigned the same mission, and he happened to be a very old friend of mine."

"I do not mean to be rude, but it is very rare that you speak of old friends." Storm ran a finger through her ivory locks, gently pushing the stray hairs away from her eyes. "Who exactly was this person you speak of?"

He exhaled deeply as if tired to answering this question, considering how much disbelief that his answer kept receiving. Scott noticed the feral mutant's annoyance and decided to push the issue. "Believe it or not, Logan's partner on this mission was none other than Captain America."

The group exchanged odd looks as they heard this last part, although this reaction didn't surprise Wolverine at all seeing how the legendary hero was supposed to be dead. Ironically enough, the only person that didn't hassle him too much had been Magneto, although whether of not the magnetic mutant had believed the answer was questionable. It was pretty obvious that he wasn't exactly happy waking up in the custody of his enemies after allowing himself to be captured by humans. Naturally he had quickly departed the scene to avoid unnecessary complications.

"I mean no offense, but the super soldier was supposedly killed during World War II." Beast replied in a scholarly manner.

"Just wait a minute... Didn't you mention Captain America that time we tried to stop Magneto from using the rebirthing chamber?" Rogue added in with puzzled frown. "You said that the super soldier formula slowly killed the user over long periods of time, meaning that he couldn't be alive now."

Kurt pointed one of his three fingers at the clawed mutant. "Come to think of it, I also remember you saying that. Would it be safe to guess that you were lying back then?"

The former Weapon X glanced around the room, feeling the mingled sense of scrutiny and curiosity from his teammates piling onto him like a ton of bricks. "All right, I get it…" He cracked his knuckles like a man preparing for a fight.

"So, care to tell us what's really going on?" Iceman leaned forward slightly in anticipation.

He scowled instinctively before relaxing enough to resume the explanation. "What I told you guys was basically true, seeing how the super soldier formula they used on Steve Rogers was eventually fatal to humans. Having fought alongside the captain during the war, I realized that there was something screwy going on when he started collapsing without explanation. We both learned the trust about Project Rebirth, but before he could die, the United States government put his body in the deep freeze so they could study it."

Storm inclined her head in thought. "Even if the ailment did not kill him, surely he could not have survived in such a state."

"Scientifically speaking, a human cannot remain alive for very long after being cryogenically frozen." Beast stared into his lap for a moment before looking back to his colleagues for an answer. "Even if they had thawed out his body several years later, it is not possible that he would have survived for such an extended period."

Wolverine dismissed the statement further by ignoring the murmurs of agreement the bestial mutant had received from some of their students. "Don't forget that the captain was infused with Reinstien's super soldier formula, meaning that he wasn't an ordinary human. His abilities were easily on par with the average mutant."

Hank McCoy stroked his fur-covered chin in thought. "Taking that into account, it does make more sense that he would survive. Although due to the lack of information available, I doubt anyone truly knows all of the benefits granted by Project Rebirth."

"I'd say that he went through more suffering than benefits." The clawed mutant replied with a sense of bitterness, his old friend's plight reminding him of his own burdens. He saw a blur of red, but quickly pushed these thoughts from his mind to stop it. "Either way, Nick Fury told me that SHIELD scientists managed to cure the side-affects of the formula, and used it on Rogers."

"Sounds like your friend finally got his life back." Kitty smiled cheerfully. "It must've been nice for him to wake up and see the world he worked so hard to protect."

"You might think so, but from the moment I met him, I could tell something was bugging him." Logan grit his teeth slightly as he remembered the pain he felt towards his own lost time. "Just sit back and imagine waking up after sixty years to a world you don't recognize, and then finding out that everyone you knew was gone."

The room fell silent as almost everyone in the group considered the prospect. A sense of dread filled the room as the X-Men cam to understand, but the girl standing beside Logan was less than concerned. X-23 remained indifferent even after taking the time to think it over, considering that she had no real family or friends, and silently admitted that there were times she wished that the pain would all go away. People were defined by their personality and relationships, both of which could never be taken away without disastrous results. She had been bred to have neither her entire life, and thus had trouble relating.

Professor Xavier noted the feral child's reaction, although he decided to address her male counterpart instead. "Now that you've explained the circumstances, would you care to tell us what happened next?"

He disliked rehashing the past, but decided to get the storytelling portion of his report out of the way. "Anyway, like I was trying to say, Steve Rogers joined SHIELD because he had no place else to go. Nick Fury promised me that he would call if the captain ever recovered, so he paired us together on this mission and dropped us somewhere in Brooklyn."

The bald telepath replied with an understanding expression. "I imagine that you must be the only friend that Captain America has after all these years."

"Yeah, that about sums it up…" Logan answered solemnly, his mind replaying the faces of every friend he had lost during the war in a maddening slideshow. Although his memories after this point were fuzzy, he would never forget the brave men who fought alongside him.

"You all right, Logan?" Rogue asked with a note of concern, her face displaying a much softer expression than usual.

The feral mutant glanced at his comrades, his face tightening as he attempted to cover up his brief moment of vulnerability. He displayed a tough exterior, although those who knew him best realized that the topic struck a nerve, because he rarely reacted with such sentimentality. Due to his painful past and hardened exterior, he was a very solid individual, unshakable as a mountain, and fearless as an enraged predator. To see him shaken in any manner whatsoever was extremely rare, especially since Logan usually hid this side of his personality from all but himself.

Rather than address the issue, he decided to ignore it for now and returned to his report as if he hadn't deviated from the main topic at all. "Anyways…" he shook his head to clear away the previous train of thoughts. "It took several hours before I picked up the scent, but the folks at SHIELD hadn't warned us about the suspect's current employment."

"I'm guessing that you ran into some complications?" Beast replied with a knowing expression.

"You don't know the half of it… The suspect was working for the big crime boss, and when we found him, he was involved in the gang war." Wolverine used his fingers to rub away the pain on the sides of his head. "The captain and me fought our way out of it, but between the killer robots and super-powered thugs, the Chameleon was long gone by the time we were able to escape."

The Professor raised an eyebrow. "It sounds as though this did not go as smoothly as one would prefer. Still, you say that Nick Fury had no idea that the enemy would have powerful allies?"

"From what he told us later on, there was a power balance in New York that the crime lords had maintained for years. Nick Fury knew he was involved, but didn't think that we would run into a full-fledged war." Logan let out a small growl, his irritation beginning to surface. "We learned how bad things really were when that Spider-Man creep helped us take down the bad guys, and then explained what was really going on."

"It sounds like you had no choice but to involve yourselves in this war." Charles responded with an understanding expression, his eyes moving towards the couple sitting across from him. "Still, it leads me to wonder exactly how you all came together in Manhattan."

The Weapon X mutant grunted before answering. "I asked the spider guy some questions and found out that Magneto was still around. He said helmet-head was captured by the Kingpin's cronies while trying to rob another museum. Once we made the connection, I figured it would be a better idea to get some help from Scott and Jean."

Hank McCoy looked interested by this sudden revelation. "That is certainly intriguing, but the article in the Daily Bugle mentioned that your combined teams joined forces with Spider-Man to attack Crime Central."

After a brief exchange between the couple, it was Scott who answered. "Jean and I helped the local heroes stop the chaos in the streets, but Angel approached Spider-Man and proposed we plan some kind of attack on the Kingpin's lair in order to end the gang war. Logan's team joined up around this time, and we arranged a meeting with Spider-Man in one of Warren's laboratories."

"Wow, you guys got guts!" Iceman replied excitedly, giving his fellow mutants two thumbs up.

Charles Xavier looked much less impressed, although not entirely displeased. "He is not entirely mistaken, but I would like to hear more about your individual findings."

Silence fell for a second, although it was quickly broken by Jean. "Before we joined together and attacked the enemy's base, Spider-Man told us about his two encounters with Magneto, both of which involved the latter trying to steal some type of artifacts. During the ensuing fight, I was badly injured, but Angel took me to safety while the others finished the job."

"What were the rest of you doing at this time?" Beast questioned the two male mutants.

Cyclops straightened his ruby-quartz glasses anxiously. "I helped Spider-Man and the others deal with the main threat, but when his allies were defeated, the Kingpin cut his losses and made a run for it before we could stop him."

"The Captain and I were chasing after the Chameleon, but at this point he'd cornered himself in the laboratory on the top floor of the building. His stupid hologram belt didn't stop me from catching his scent, so it wasn't long before we caught him." Wolverine added with a sense of satisfaction. "We also made a nasty discovery in the lab."

"C'mon, don't just leave us in suspense… Tell us!" Shadowcat urged him.

Logan exhaled slowly as he put the images in his mind into words. "As it turned out, those freaks were doing some kind of experiment on Magneto."

Storm's eyes widened in noticeable shock. "Surely you can't be serious? He's not dead, is he?"

"Unfortunately for us, it'd take a lot more than that to kill him." The feral mutant replied with a grudging respect. "I found helmet-head preserved like a dissected in a tube of green jelly like some kind of guinea pig, although he seemed find afterwards. Once we freed him, the old man literally tore the roof open and took off.

The adult members shifted uneasily, while the younger mutants were less reserved. Kitty made a sharp intake of breath, Bobby fell against the back of the couch, X-23 hissed like a feral cat, and even Rogue turned her head away in disgust. The X-Men who were present at the time of this discovery stayed silent, although this news was more disturbing for those who hadn't seen it for themselves. The professor seemed to be as anxious as he was disgusted. The idea of a human being treated like a lab animal deeply bothered him, although this new piece of information had raised more questions than answers.

Charles Xavier took charge of the conversation, effectively breaking the awkward calm. "I shudder to imagine what they were doing, but it seems strange that they would have been able to capture a mutant as powerful as Erik." He turned back to face the trio that had been stationed in New York. "Do any of you think there was a reason for this kidnapping?"

The former Weapon X responded with a small shrug. "You're asking the wrong guy…"

"Spider-Man did mention that the Kingpin's men ambushed him at the museum." Cyclops added in helpfully. "I think it's possible that they might've had a reason for grabbing him, although right now we don't have any clues that might explain why?"

Wolverine looked up as though he had just remembered something important. "Come to think of it, that crap inside Magneto's pod was probably made to kill mutants. It burned like a bastard when I touched it, and for a few minutes my powers wouldn't work. I can only imagine what it was like swimming in the stuff."

"That's certainly an interesting development… Although had it made to kill mutants I highly doubt that our friend would have survived." Beast surmised out loud, his hand gesturing towards the others. "I would be more compelled to believe that the substance was only made to neutralize mutant abilities and place the subject into a state of suspended animation."

Bobby waved his hands around frantically. "I don't think we really wanna know what exactly those weirdoes in New York were planning for mutants. It's pretty obvious that Magneto was also up to something big, although trying to put this puzzle together just makes my head spin. "

Professor Xavier inclined his head in thought before answering. "If only we had discovered some clues indicating what Magnus is planning to do with those stolen artifacts. Then perhaps we could predict and possibly thwart his next move."

The group fell silent again as they considered the options, none of which were particularly good at the moment. Hank McCoy had researched the artifacts stolen and was only able to discover some minor historical facts. He knew the crystals came from a three piece set, although only two had been accounted for while the others had never been recovered. At the same time it was unknown why the magnetic mutant even wanted them, much less where he would strike next, or what he was planning to do.

"As crazy as the story sounded, maybe we should tell them what we learned from Spider-Man's friend." Jean nudged her boyfriend gently to get his attention before leaning towards his ear. "I don't know whether or not we can trust everything she said, but right now it's all we've got."

"I guess we don't have a choice." Scott whispered so that only they could hear.

Despite his attempt at discretion, the handicapped telepath looked up, directing his gaze towards his youngest staff members as if he knew what they were saying. "If you have something else important to contribute, I would be more than willing to listen."

Jean blinked twice in surprise, although she knew that their teacher was a very perceptive man even without the use of his telepathic abilities. "Well, there was one thing that we happened right before we came back home." She looked towards her knees as if unsure of how to voice the rest. "We ran into someone who knew exactly what Magneto was up to, and for some reason they were willing to share the information with us."

"In any case, why didn't you mention this before?" Hank McCoy questioned.

Wolverine suddenly appeared much more alert than before, his relaxed demeanor evaporating almost instantly. "Hey, wait a minute! I don't remember anything like this happening while we were in New York." The feral mutant grunted.

The bald telepath shook held up his hand to silence them, instead directing his attention to Scott and Jean. "I do believe it would be better if you explain the circumstances to us. It would clarify the situation and hopefully prevent any unnecessary outbursts."

"It's a little bit complicated, considering that the person we received this information from was weird even by our standards." Cyclops answered with an exasperated look. "The morning after we attacked Crime Central, Spider-Man thanked us for our help by arranging a meeting with someone he believed could help us."

When he stopped, Jean decided to continue in his place. "Anyway… He led us in a chase around the city to the lair of an elderly mutant named Madame Web." She cringed slightly at the thought of the blind woman's powers. "She spoke to us as though she had foreseen our arrival. I tried to make sense of it by reading her mind, but she blocked me out with her own telepathic abilities."

Her boyfriend also seemed less comfortable at the mention of the stranger's abilities. "Not only that, but she also had some type of foresight so powerful that it seemed omnipotent."

Despite the outlandishness of their story and the severity of the situation, Charles Xavier seemed unusually calm. "I see…" was his only reply.

"Is that all you have to say?" Storm burst out, looking much less comfortable with their story than her former teacher.

"This mutant was a blind woman whose entire body was attached to some type of life-support equipment." Scott added in hastily, turning back to his superior with an anxious curiosity. "Have you ever encountered someone matching her description?"

The professor focused his mind for a moment before shaking his head disappointedly. Although he was concerned, his mannerisms displayed no sign of panic. "I have never heard of a mutant with such powerful precognitive abilities… Although this matter that may concern us later, but for now I believe it is more important for you to tell me what she told you."

Neither of them argued, although it was Cyclops who answered this time. "If what she said was true, then Magneto is searching for a piece of technology left behind by Apocalypse, and the crystals he's been searching for are the power source of this weapon!"

"That's impossible… The Eye of Ages was dismantled following the defeat of that mutant." Beast explained carefully. "The main unit disappeared along with him, and the rest of the vessel is useless without it. Governments all around the world inspected the wreckage once he was gone and found out that the technology could not be reverse engineered without the control center."

Jean Grey stared into her lap as the visions they had been shown replayed themselves in her mind. "As crazy as it sounds, the man who brought this technology to the past was supposedly a time-traveler named Kang was wanted to rule the world." She explained nervously. "He came from the future with technology more advanced than anything that exists now, and planned to control through the use of two vessels, not just one."

Her boyfriend ignored the looks of disbelief from the others. "Apparently the name Rama-tut was only an alias. Kang was the real name of the man whom Apocalypse wrestled control of the Eye of Ages from. He didn't need this second vessel, but Madame Web believes that Apocalypse planned to use it in case the first was to fail."

"I do not doubt your sincerity, but forgive me if I have trouble believing any of this is true." Storm replied with a quick shake of her head.

The African mutant was a like a mother figure to the younger members, but even with her mild disposition towards them, she was unable to accept the story immediately. Of course this was hardly a surprise considering that both Scott and Jean were still unsure of what to think about the person who gave them this information. Murmurs of discontent swept through the room as the younger X-Men began talking amongst each other. They wanted to believe the story but some things were hard to believe even for those who had experienced their share of paranormal phenomena.

Beast on the other hand seemed to seriously consider that Madame Web's story might have some truth to it. They probably would have expected a logical man like him to be the least likely to believe them, but this couldn't be further from the truth. As a man of science, literature, and philosophy, he believed almost anything was possible. His photographic memory also recalled the peculiar message he had found in the hieroglyphics below the Sphinx, which only deepened his own curiosities concerning what had really happened during that time in Ancient Egypt.

After some moments of deep thinking, he slowly began to nod, which immediately caught the attention of the room's other occupants. "I do believe there may be some validation to support this outlandish story."

"Are you serious?" Bobby looked very surprised to hear this type of opinion from him.

"The writings that we found in the halls beneath the Sphinx indicated that Rama-tut's origins were blatantly unnatural." The scholarly man explained slowly. "The texts explicitly stated that he descended from the stars, bringing with him a powerful technology which allowed him to control the lands with an iron fist. Then when Apocalypse defeated him several years later, the pharaoh vanished never to be seen again."

Rogue raised an eyebrow in confusion. "As messed up as it sounds, that doesn't mean he was some kind of time traveler."

"Wait a moment!" Professor Xavier's eyes widened slightly as he recalled something, a dawning realization setting in as he remembered the time he operated the technology. A small gasp escaped his lips, causing the others turned to face him. "I once used the cerebral interface on the Eye of Ages when we trying to prevent the release of Apocalypse. It told me that the vessel was created several centuries in the future."

"Which means this lady might really know what she's talking about!" Nightcrawler thought out loud in his Germanic accent, using his gloved hand to rub the side of his face. "Oh man, this is so messed up it's really making my head hurt."

"You're telling me…" Wolverine grunted as he subconsciously copied the blue mutant's gesture.

Storm's skepticism seemed to have died down as she let this revelation sink in. "If what this woman told you is true, than perhaps she was also telling the truth about Magneto."

"It does lead me to believe that Scott and Jean may have stumbled upon the most important lead yet." Professor Xavier folded his hands in his lap in an attempt to control his surprise before he addressed the others again. "To begin with, I would like to know if she mentioned anything about this second weapon left behind by Rama-tut… How does one operate it? What exactly does it do? Why would Magneto desire it?"

"Even Madame Web didn't seem to fully understand it, despite her visions." The female psychic wore a helpless expression, looking as though she had just been given a death sentence. "I don't know… All that she said was that the device could somehow tap into the Earth's power to produce unheard of chaos."

Scott Summers frowned solemnly. "It was said that no one alive could control such advanced technology. She believes that if anyone was to seize control of Rama-tut's second vessel, the entire world would be destroyed… No one would survive!"

The mutants felt a rush of dread as they each took turns imagining the fall of mankind, although Logan was the one to recover first. "I don't know if that hag they met was telling the truth, but let's say for a second she was." He paused with a thorny grimace. "How did Magneto find out about this crap?"

The couple exchanged confused looks as they considered his question. "I really don't know?" Cyclops replied with a frown.

"I'm sure you'll all remember the aftermath of the battle with Apocalypse when I relayed some future visions from the mind of Apocalypse?" Charles Xavier questioned, earning some mutters of agreement from the assembly. "It is possible that Magnus may have foreseen the future as well, and thus used these visions to guide him to this ultimate weapon."

Bobby almost slid off the couch as he imagined the end of the world, catching himself with an embarrassed look as he scrambled into a sitting position. "Wait!" the icy mutant butt in. "Why would Magneto wanna destroy the Earth? We seen how nuts he can be, but I never thought he was that crazy."

"Maybe he doesn't know about the results?" Kitty Pryde suggested.

"An excellent possibility…" the bald telepath replied sagely. "At any rate I believe we should look into this for ourselves before we jump to any more conclusions. Even if our mysterious friend was telling the truth, I will feel more comfortable if we can find evidence to back up some of her more extreme claims."

When he stopped speaking, the gathered mutants took some time to talk about the new findings, although Wolverine and X-23 remained as silent as ever. He glanced sideways at her in the hopes of seeing her reaction to the news, although she was still and vigilant like a statue. This reaction wasn't particularly surprising considering that she didn't have any explicit emotional attachment to the world, or anyone in it. He noted her lack of connection when they mentioned the worst possible outcome and she was barely flinched. Even he was caught off guard by such a horrible prospect.

Once the group fell silent again, the professor cleared his throat to bring order back to the meeting. "Since we seem to have reached an understanding, I believe it would be best if we adjourned this meeting for now."

"I plan on doing some more research based on our new findings to verify their authenticity." Beast explained.

"That would be the best course of action." The wheelchair-bound psychic replied. He waited several more moments in case anyone else wanted to contribute, but when no one raised any more issues, he looked around contentedly. "Very well then… If no one else has any business to discuss, then you are all dismissed."

He smiled in an attempt to ease their nerves, despite feeling more than his own share of concern at the moment. The group slowly filed out of the room talking amongst themselves, Kitty, Rogue, Kurt and Bobby leaving first, ushered out by Storm. Beast and Colossus quickly followed them through to the exit without any complaints. X-23 turned around to leave, but was stopped by her male counterpart, who placed a hand on her shoulder. He gave her an expression making it clear that he wanted her to stay, earning a defiant, but cooperative nod from the young assassin.

Professor Xavier noted that several of his X-Men had not left. "Is there something else I can help you with?"

The couple glanced back at the two Weapon X mutants, but when neither spoke up, Jean decided to go first. "I just figured you might want to know that this Madame Web person used her powers to share her visions with us firsthand."

"Maybe you should probe our minds and see them for yourself, in case we missed anything that you might have found important." Cyclops added in an attempt to clarify their intentions.

Their superior looked between them, his eyes settling on the feral mutants standing by the door who had yet to leave. Charles Xavier quickly shifted his focus back to them to prevent either of his students from feeling ignored. "I would advise you both get some rest first before we begin the session… I promise to attend to your request this afternoon. Would this suffice?"

Before her boyfriend could answer, Jean smiled at their former teacher and inclined her head slight in respect. "Thank you, professor."

"You are quite welcome." He gave her a small smile, as she grabbed Scott's arm and swept from the room, sliding past Logan as they disappeared into the hallway. Having known beforehand that they also had something private to say, the telepath turned his attention to his last two guests. "Is there something I can help you with?"

Wolverine closed the door with his free hand, listening for a second to make sure everyone was gone before approaching his old friend. He ran a hand through his messy hair, looking as though he was uncertain of how to phrase his requests. There were actually two things he had to say of very different nature, both of which involved his female clone, which is why he had ensured her cooperation earlier. X-23 sensed this and followed closely behind him, although she was still a little bit paranoid about being closed in with other people.

"I… uh… … Have some business to discuss involving the girl before we go." The feral mutant stammered slightly as he found the words.

Charles Xavier wore a friendly expression. "Speak your mind then." He urged politely.

"The truth is, I've been watching for the last few days, and it seems that X-23's probably better at the training exercises than most of the teachers?" Wolverine began with a note of respect in his tone. He rubbed the back of his head gently before getting to the point. "I think it'd be a better use of her time to appoint her as an instructor."

"I believe it is up to her to decide what she wants… Your point is well seen, considering that she was well-trained when she first came to us, but we promised to let her make her own decisions." The professor paused in thought before gesturing his right towards the girl standing across from him. "What do you say, Laura?"

X-23 winced slightly at the use of her new name, although everyone had addressed her as such for the last few days and she was beginning to warm up to it. After all it was something that she could say was hers, unlike the experiment number that her creators had been given to her from the moment she was born. Realizing that she was being watched, the young assassin realized that she had been lost in thought, something which would have resulted in death were she in the middle of a mission. To her it seemed that living in such a relaxed environment was beginning to dull the constant paranoia she had her entire life.

Slowly, she stepped forward and nodded respectfully. "I will accept your offer." The female mutant replied robotically.

"That is very good to hear, considering we could always use more teachers to keep our more rambunctious students in line." the telepath replied with a smile. "We can make the arrangements tomorrow if you would like."

X-23 nodded resolutely and began to leave, but was once again halted by her male counterpart. The feral girl bared her teeth like a wild animal that had just been caged, but quickly reeled in her explosive temper when she realized that he was not finished speaking. Wolverine stepped forward and sniffed the air as if to make sure that no one else was around before finishing up his business with the professor. He hesitated as if he were rethinking the situation, although he had a strange feeling that it was going to come out sooner or later.

"There's one more thing that I have to say." Wolverine began with an unpleasant grimace. "I spoke with Nick Fury after my mission was over, and he told me that HYDRA manipulated one of the big bosses in New York to start that gang war, and also freed a load of super-villains from a prison around the same time."

The professor looked up in surprise, although he quickly hid it. "I understand the severity of the situation, but how does this relate to us?" he glanced at the girl stand beside him. "Do you believe it has anything to do with you?"

X-23 tensed up, although when she spoke there was no sign of discomfort. "If they wanted to recapture me they would have by now. Whatever was going on in that city was obviously much more important to them."

"At least they finally decided to leave you alone." Logan shrugged off the idea in an attempt to reassure the younger mutant.

His female counterpart glared at him, but the aggression died from her eyes as she looked down at her own feet. "You'd better hope that isn't the case… If it is, it means that HYDRA has something much more important to attend to. Do not forget that the ultimate goal of that organization is World Domination…"

Later that Night…

In an underground laboratory deep below the streets of San Francisco, a number of men worked tirelessly to produce new weaponry for their less than respectable clientele. The chamber they worked in was shaped like a gigantic cylinder with several platforms and stairways separating the experiments occurring within each designated area. Despite being located underground, the institution was many times larger than those used by the Kingpin or even HYDRA, although it shared the familiar metallic paneling and futuristic ambience with several state similar state of the art facilities. The laboratory in question belonged to AIM, the acronym for Advanced Idea Mechanics.

Members of the group wore yellow jumpsuits with black rubber gloves and cylindrical helmets covering their heads, making the individual workers look like identical drones. The yellow and black color scheme even enhanced the comparison to bees working in a hive, although the outfits themselves gave the impression that they were working with hazardous materials like toxic waste or nuclear runoff, although in several cases the truth was much worse. As developers of some of the world's most advanced and deadly weapons, the scientists wore the suits not only as uniforms, but also for their own protection.

The sounds of sliding metal caught the attention of several of the workers, prompting them to inspect the commotion as the doorway near the base of the room slid open with a metallic noise, revealing the green-clad form of their guest. Madame Hydra entered the chamber flanked by four of her own henchmen, a pair of AIM scientists leading the procession into the laboratory. The yellow-clad workers gestured forward into the room as though she were an honored guest, the group parting ways as she approached one of the head scientists overseeing the operations. Although he was dressed like the others, the presence of a black stripe on his uniform indicated his seniority.

Upon realizing who she was, the man dismissed his own bodyguards and addressed her with a quick show of respect. "Ah, Madame Hydra… We were expecting you."

"Save your breath for someone willing to listen? Your leader knows why I came here tonight, so there need not be any complications." she answered with a note of irritation, he eyes scanning the room for signs of the aforementioned benefactor. "Where is MODOK?"

The man leaned in as if hoping to convey some private information. "You have my apologies, but he is currently attending to a special project and does not wish to be disturbed. If this is about the weapons commissioned by Baron Strucker, please tell him that AIM has not yet finished reproducing them in the amounts he requested."

Viper glared at the scientist, causing him to take a step back out of caution. "I have my own business to attend to tonight, and it has nothing to do with the old man!" she seethed angrily, her fists clenching in annoyance. "You will accommodate me, or face the consequences!"

He nodded quickly, now quite aware that his client was deeply upset about something, "It seems as though you made some plans with us, but unfortunately I was not given the specifics. Perhaps if you came back at another time we could…"

"Negative… Such a course of action will not be necessary!" a coarse, robotic-sounding voice echoed through the room as thought it came from every direction at once.

They looked in the direction of the noise as a large hatch in the center of the room slid open, revealing the top of a large bulbous shape. The being that emerged from the entry resembled a gigantic head encased in some kind of orange-colored metal exoskeleton. An opening in the front revealed the monster's hideous face and part of his hair, a purple headdress around his forehead area protruding from the front of the bizarre armor. He looked quite strange with his normal sized arms and legs dangling from the lower half of the harness. They were much too small to support the mind-bendingly large cranium, although the apparatus covering his bottom section granted the monstrous being the ability to hover.

Madame Hydra stepped past the scientist she had spoken to before without a second glance, her attention focused completely on the new arrival. "Let us skip the pleasantries… I trust you have prepared the device for me?" she squared up to the giant head.

"Positive!" MODOK replied in a machine-like voice, his beady eyes settling hungrily on the woman before him. "I must warn you that the machine has not been fully tested yet, therefore I request that you pay me the mutually designated sum before we begin the procedure."

"Just as I promised…" the female villain replied, casually gesturing to one of her henchmen with a wave of her hand.

One of the green-clad agents stepped forward with a metal briefcase held firmly between his hands, placing it onto the metal table in front of the monstrous AIM leader. He unlocked it with a key given to him by his superior, the lid popping open to reveal the large stacks of cash hidden within. Their large-headed benefactor seemed to analyze the contents like a scanner before signaling one of his guards to take it. The yellow drone inspected the contents for himself before giving a nod to his master, departing with the briefcase moments later.

Madame Hydra folded her arms with a serious expression. "I hope you intend to follow through with your end of the bargain."

"You shall have what you desire!" the monstrous head extended his normal sized arm, pressing a button on the remote control in his hand. "See for yourself!"

A mechanical groan filled the room as a hidden panel on the wall opened to reveal a large machine that looked to be at least ten feet tall. The device was a large cylindrical chamber made almost entirely out of metal, several wires and pipes plugged into the sides, a few screens and monitors on the side made for displaying numbers and data. To the average person it might have looked like a torture chamber, although to the green-clad woman it was one of the few devices that could grant her everything she had previously lost.

MODOK glided over to the chamber as it came to life, the lights and monitors flashing wildly as he activated the device. "Be warned that this machine unstable, and thus may pose risks to one's health." The cyborg spoke in his robotic monotone, although his face held a sense of vindictive malice and glee. "Your chances of surviving the process are only sixty percent, even with all of the safety features active."

"Explain how these features will affect the process." The female villain narrowed her eyes suspiciously.

"These security features limit the amount of radiation utilized, although the benefits granted by this chamber will be reduced approximately thirty percent even if it is a success." he answered with a nasty expression. "To receive the full benefits you can choose not to use the limiters, although this will reduce chances of survival to only forty percent."

She only took a second to make her decision. "I will choose the second option!" The woman stepped forward towards the device.

Her benefactor smirked evilly, his ugly facial features making it all the more sinister. "You are an… … intriguing subject…" he replied robotically as she stepped forward into the chamber, the doors closing behind her seconds later. He waved his arms around like a child throwing a tantrum, signaling the scientists behind him. "Drones… Turn off the limiters and activate the chamber at one hundred percent maximum capacity!"

One of the lab assistants typed in a series of codes into the main computer while the others secured the tubes connected to the machine. Once they were certain that everything was set up properly, the yellow-clad workers gave the technicians a quick thumbs up, prompting their master to finish the preparations himself. Gliding forward like an eerie shadow, MODOK pulled the lever at the base of the machine, causing large amounts of radiation and energy to gush into the chamber. Although screams of agony could be heard from the inside, the large-headed villain rubbed his comparatively small hands together menacingly.

Inside the chamber, Madame Hydra writhed in agony as she felt the strange energies flowing through her body, a tingling feeling resulting from the radiation, although deeply overshadowed by the intense pain. Unable to hold herself in a stand position, she fell to her knees so several minutes, using her arms and hands for support as she fell forward onto the floor. Choking back the feeling of intense neural stimulation, the green-clad woman opened her eyes enough to notice that her body was giving off an odd glow, the pain intensifying even more by the second.

This terrible ordeal continued for what seemed like forever, but as soon as it had begun, the sensation stopped instantaneously. The front doors of the chamber opened again, revealing the giant face of her benefactor. She groaned as two of her own men stepped forward into the device, helping her into a standing position as they marched her out of the chamber. It only took her a moment to realize that she didn't need their help, prompting the woman to push herself free from their supporting arms.

"Madame Hydra, are you all right?" one of the agents looked at her with a concerned expression.

Before she could answer, MODOK glided so that he was hovering within a few feet from her, a deeply satisfied smirk on his overly large face. "It appears that the operation was a success!" the cybernetic villain announced gleefully.

The green-clad woman prepared to yell at him for subjecting her to such torment, but upon inspecting herself she saw that the marks of wear created by middle age had disappeared from her hands. She looked down at her body, seeing an attractive, shapelier figure than the one she remembered before entering the chamber. Looking down, she saw her toned body had a slightly more muscular physique. She reached up to her face and stroked her cheek, which was now smooth and completely devoid of wrinkles, and her bushier shoulder-length green hair now reached past her shoulder and halfway down her back.

Viper realized that she felt better now than she had in several decades, or perhaps even better than she ever had before. Her current state reminded her for the deadly assassin she had been in her early days among HYDRA's ranks rather than the commanding officer that had begged X-23 for mercy upon being cornered aboard the airbase, and struggled to escape the Kingpin's death grip while being dangled several hundred feet above the ground. She couldn't believe that taking a risk had yielded such results.

"At last…" she muttered disbelievingly. "After all these years I finally have everything back!"

MODOK glided backwards away from her, throwing his tiny arms in the air boastfully. "Do not insult AIM! This machine does far more than transform the human body into its physical prime." he replied maddeningly. "It also impedes the aging process, enhances the senses, and chemically intensifies the strength of the user to superhuman levels. In addition you have also received enhanced reflexes and agility far surpassing that of an ordinary human."

"Really now…" she replied with a sense of renewed interest.

Madame Hydra flipped into the air and effortlessly landed on her feet, spinning around and beheading one of her own guards with the dagger she hid in her sleeve. She had intended this to be a test, although she was surprised to find out how easy it was to do with her newfound abilities. She sheathed her weapon with a swift movement of her wrist, earning a look of amusement from the robot-like villain floating nearby. Seeing his facial expression, the green-clad woman approached him with another question.

"There are no… drawbacks… for those who undergo this process?" Viper interrogated the giant-headed menace.

Her benefactor moved back and forth as if shaking his head. "We have tested several subjects and very few have survived. Those that have do not display any negative symptoms…"

The HYDRA leader looked relieved by his statement, smiling like a vixen once the answer had finished sinking in. "If that is the case, then I believe that the time has come for me to attend to some unfinished business…"

Note to Readers: I spend a lot of chapter just setting the stage… Oh well, I really hope to pick up with some more development during my next installment. As usual I apologize for any spelling or grammar errors, or typos. It's usually pretty late when I write this story… In any case I hope you guys enjoyed it. Please leave a review if you can. If you like something in particular or have an idea, please tell me because I greatly appreciate the contributions.


	28. Chapter 28

**Chapter 28: Another Day **

Disclaimer: I do not own any Marvel Characters r logos.

Professor Xavier watched the students train from the window of his office, feeling a sense of calm from the daily proceedings. After everything that he had learned several hours ago, it was nice to see that thoughts of doom and destruction had not spoiled the lives of his fellow mutants. Of course these notions still lingered in the back of his mind, and as the head of the institute, the professor still had many more things to attend to before the day was over. In addition to the paperwork for the upcoming school year, the telepath was also anticipating the session he had with Scott and Jean, while worrying about the wellbeing of his other students and staff members.

As he straightened out another stack of papers, the door to his office slid open, revealing the face of the last person he had expected to see. Professor Xavier had expected that it was Beast coming to explain the result of his research, but was surprised to see the face of Remy LeBeau. He was wearing his usual garb minus the coat, his expression unreadable for the most part. The telepath dropped his stack of papers in surprise as he realized who his visitor was, quickly attempting to remedy the situation as the newcomer casually settled onto the couch in front of his desk.

"Sorry for barging in like that, but when ya can blow down the door I don't see a point of knocking." Gambit replied with a wave of his hand, acting as if they were discussing the matter over drinks. Upon seeing the other man's surprised look, his crafty expression deepened. "Did I offend?"

The professor shook his head, slowly trying to regain his composure. After taking a small breath, he frowned at the guest, although not in an offensive way. "Do not believe that I am displeased by your presence." He began tactfully, gently laying one hand on top of the other on the surface of his desk. "After being assigned to help the others in New York, yet you disappeared from view and did not contact anyone else over the course of several days. Surely you can see why this lack of responsibility would concern us."

"You got my apologies, but being the new guy, I wasn't totally aware that the rest of us had to let you in on everything that goes down." The former thief explained in a crafty tone.

The bald telepath did not underestimate the former Acolyte's nature. He knew that when dealing with these types, one could not afford to ignore such issues. "Considering that the others yielded results while in the field, your actions do not seem to have caused any harm. Due to your lack of familiarity with our methods, perhaps I should have given more specific instructions to you before departing."

"That would've been helpful…" Remy took a moment to bow his head, although he did so mockingly in the presence of his new superior. "Believe it or not, I got a good reason for not talking to you guys the last few days. I would be happy to share it, that is, if you would be gracious enough to listen."

Professor Xavier considered the options for a moment before nodding once to affirm his decision. "Considering that your actions could have caused even more complications, I am certainly interested to hear how you will explain them."

The explosive mutant smiled, revealing a mischievous grin. "I get the impression that some of he folks in this school don't trust me all that much. I figured you wouldn't be so aloof, considering that I saved your students a bunch of time when we sprung Wolverine's clone from that joint."

"Perhaps the others may not entirely trust you based on your past employment, but I believe that everyone deserves a second chance, especially those who have the strength of character to ask for it… I am not Erik." The crippled man answered with a resolute stare. When the card bomber said nothing in response, the psychic mutant made a simple gesture with his hand. "In any case, I am eager to listen to your story."

The explosive mutant looked amused by his new superior's reaction, especially when comparing it to how Magneto would have responded. One of the reasons he had gone off alone in New York was because he wanted to exploit some of his own skill without the interference of his new teammates. The master of magnetism would have crushed him for such insubordination, especially since he kept his minions under his thumb. This was one of the many reasons why he left the Acolytes. There were some more personal issues at work, but he had no intention of sharing those anytime soon.

"You see, the reason I ran off by my lonesome was simple. You wanted to gather some info Magneto while keeping an eye open for those weirdoes that tried to auction off Wolverine and the girl." Remy ran a hand through his hair in a suave manner before speaking again. "I've got loads of skills and connection that are perfect for this sorta thing, but to use'em to the fullest I needed to be alone."

Charles Xavier seemed unsure of how to judge him yet, and beckoned he continue. "Your current argument doesn't sound particularly convincing yet. If your own methods were affective, I would feel more comfortable if you explained them in greater detail."

"Chill out, pops… I was just getting to that." Gambit waved his hand in a defensive manner, although for some reason he looked like he was enjoying himself. "Since those HYDRA guys were involved, I had a gut feeling that something big was about to go down in New York's underground. Needless to say, I figured that the best chance of finding out anything about it was to talk to head down there myself, and hopefully some of them creeps would also know a thing or two about Magneto."

"How exactly did you go about doing this?" the professor questioned his new recruit.

"I didn't exactly come from a respectable family. Ask Rogue if you haven't… She saw it for herself." The card shark played with the deck in his hand, turning over the cards between his fingers several times before getting to the point. "Before I joined up with Magneto's group, I was a professional thief for hire. The guild had some jobs in New York, and even after all this time I've still got some knowledge and connections to exploit."

His superior paused in thought before inclining his head slightly. "If this was the case, I don't think that Scott and Jean would have been able to assist you as easily. That still does not explain why you did not contact the institute with any findings, unless of course, you have none to share."

Gambit let out a dry chuckle, although it was barely noticeable. "Didn't have a phone on me at the time, and there was no point looking for one. I did a lot of eavesdropping while wandering those streets, but it would've been just as easy for someone to do the same to me. I was hanging around back alleys and sewer tunnels. Don't even get me started about the folks that live in those kinda places."

"I suppose that is understandable, although I was hoping that you had made some more important discoveries." The older mutant remarked with a tiny note of disappointment.

"Believe it or not, the scum of the Earth's probably forgotten more about crime than the world's best cop could ever imagine." The Cajun surmised with a clever expression.

Professor Xavier nodded in agreement. "Although this may be the case, it remains to be seen in your case. This being said, you have not yet divulged any findings that can provide some insight into our recent endeavors."

Gambit's expression wavered for a second, realizing that he had been unintentionally beating around the bush. After a brief pause, the former Acolyte raised his hands defensively under the scrutiny of his superior's gaze. "All right, then! I'll let ya know what I found out, although whether or not it's useful to the X-Men is for you to judge."

"As you were…" the bald telepath extended a hand in a welcoming gesture.

"While the others were trapped in the middle of that mess going on topside, I was off perusing the nasty neighborhoods, shaking down some of New York's more colorful inhabitants." The explosive mutant grinned in amusement before continuing. "I found out some interesting stuff that concerned not only Magneto, but also the guys that tried auctioning off Wolverine and the girl to the highest bidder."

Charles Xavier wore a pensive expression as he eyed the thief. "Hold on for a moment, Remy."

"Did I say something, Mr. X?" His guest winced slightly with an odd expression.

"I just wish to ask something directly before you proceed any further." The handicapped man added with an unreadable expression, his hands folded neatly on his desk. "We theorized based on testimonies from Scott and Jean that there was some greater scheme going on in the city, or perhaps something that might have been related to our own activities."

"Funny you should mention that." Gambit flipped a series of cards in the air with his left thumb, flawlessly piling the deck into his opposite hand. He turned his focus back on the professor with a quick glance. "As it turns out, HYDRA sent some flunkies into the city to ruin the Kingpin after our break-in caused their deal to fall through."

The professor stroked his chin thoughtfully. "Hmmm… So do you believe that they might have been after X-23 again, or was this about something else entirely?" he mulled the situation over for a moment or two before adding. "The real question is, how much were you able to learn?"

His guest reclined, stretching backwards as he attempted to get comfortable. "Judging by some of the stories in the morning paper, and several things I saw myself, you probably know must of what I weaseled out of crooks in the red-light district. Still, there's several things that the others might not have found out."

"Would you care to specify?" the telepath leaned forward slightly in his seat.

Gambit's expression became more serious than before, although he still radiated a constant sense of amusement. "Rumors floating around kept saying that those HYDRA people were backing a geezer named Silvio Manfretti who led a rival gang against. Word on the streets was that they wanted to topple the big man."

The older mutant nodded in agreement. "We were already aware of this due to Logan's recent involvement with the United Nations peacekeeping force, SHIELD. It appears from what little he found out that they were manipulating the crime lords for some unknown reason."

"Heck if I know what they were planning, but I also heard that a scientist in the city was doing some kind of anti-mutant research. Imagine my shock when word came up that Magneto had been nailed by the local freaks." He began with a small frown, not certain of what else he could say. "There was also a rumor that the Kingpin was looking for some type of secret formula to make human super soldiers."

His host hadn't shown any particular interest until hearing this last part, the pieces of the puzzle coming together at last. "So that's why they were after Magnus!" the psychic muttered to himself, earning a look of interest from his guest.

The explosive mutant placed a hand to his ear. "I'm sorry, care to repeat that a little louder?"

"Erik had previously discovered the super soldier formula that created the original Captain America during World War II." He began with a downcast expression. "The results would be catastrophic if the world knew that this forbidden knowledge still existed, and managed to take the information from Magnus."

"He once mentioned using enhancements to live longer." Remy answered thoughtfully as he mind briefly returned to his days among the Acolytes. "It sounds like that crazed old man was willing to go through almost anything just to stave off death."

Professor Xavier thought about this for a while as he realized the connection, although it did little to help them predict Magneto's next move, or to understand what their other enemies were ultimately planning. At the same time he was also surprised that one of the institute's newest recruits was surprisingly good at gathering information, having learned many things that it took his teammates much longer to figure out through the use of his own methods. Thinking quickly, he decided to see what else the clever mutant had managed to find out.

"So, is there anything else you would like to share?" he began tactfully.

"Following that gang war, HYDRA pulled out of New York. Rumors in the criminal underworld say that the people in charge called back all remaining forces from North America because they have something big in the works." the card shark scratched the back of his head with a small shrug. "I don't know how much is true."

The psychic mutant considered this for a moment, looking upon the explosive mutant as if he were scanning him for signs of dishonesty. He wasn't the type to read minds without a reason, and out of respect he did not pry. "If that is all you have to say right now about your mission, then perhaps it would be best for us to discuss your future at the institute."

"What exactly do you mean, professor?" Remy looked less than enthusiastic, having guessed that this was bound to come up eventually.

"You are certainly not a student, but at the same time I am not certain it would suit you best to become a teacher." He reasoned out loud, giving the younger mutant a respectful look. "Of course, should you desire the position, I would be more than willing to give you a chance to teach the students."

Gambit shrugged again, this time with a small laugh. "Teaching kids never appealed to me, but it's not like I've got anywhere else to go. If you need a spy, a thief, or a fighter, than look no further… Not sure what kind of class I could teach, although based on my talents I doubt it would be anything you would approve of."

"Perhaps you can join the others as a supplementary instructor, at least for the time being." The professor suggested. "This way you are not forced to bear the full responsibility of a full-time teacher, but at the same time this will allow you to gain some experience in the field."

"Part time doesn't sound like a bad gig. If this works out for you, then fine…" he answered with a sly expression.

The bald telepath considered the options a second time before nodding once to affirm his decision. "Even without the use of my powers, I believe that you will be a very interesting person to work with in the future." He held out his hand to the shifty mutant standing in front of his desk. "Nevertheless, I look forward to see what you can do."

"I guess it's a living." Remy extended his hand, his thoughts returning to the real reason why he joined up. He smiled subconsciously as a certain girl's face came to mind. Although he quickly buried this thought, his gesture did not go unseen by the telepath.

"Welcome aboard, Mr. LeBeau." Xavier added in cheerfully as he accepted the other man's handshake.

Meanwhile…

X-23 let out a calm sigh as she sat beside her male counterpart, silently watching the other children train in the fields behind the mansion. Today was her first day as an instructor at the institute, although due to her lack of familiarity with the job, she had been assigned to serve as Wolverine's aid for the next few weeks. During this time, she would watch him teach and act as an assistant in case he needed some help dealing with the students. So far the job seemed pretty simple, although due to the kindness that they had given her, she was beginning to feel new emotions.

While she had been annoyed by the other X-Men during her initially encounter, the former assassin felt almost obligated to help them for giving her a place to call home. At first her paranoia had prevented her from relaxing, but now she could sleep comfortably in the room that Professor Xavier provided. It had taken almost a week to adjust to the way things worked, but she felt more relaxed now than she ever had before. As annoying as some of her new teammates could be, they were generally harmless. She still didn't talk to the others if it could be avoided, although it was still a start.

Logan sat on the metal bleachers a few feet to her right as he watched the students struggle through another obstacle course, looking on with a satisfied expression as their students began setting off the traps he had planted. Iceman tumbled backwards into a camouflaged pit alongside Berserker, while the others leapt over them and continued down the path. The feral mutant shook his head disapprovingly before turning away from them, his gaze settling on the young girl sitting beside him.

He hesitated upon feeling the emotional wall surrounding his female clone, but by now he knew by now that she wasn't usually the one to break it down. After letting out a small sigh, he decided to address the volatile teenager that sat just beyond the perpetual scowl. "So, how are you holding up?"

X-23 snarled instinctively in his direction, although to his shock she almost looked sorry a moment later. "I have no blatant grievances…"

"Even I've got my complaints about this place from time-to-time. It's not like we'll kick you out if you say anything bad."

She turned her head to see him better, although her expression was much less hostile than usual, her nasty grimace replaced with a look of indifference. "This lifestyle is somewhat predictable, and the professor has been most hospitable to me, despite the fact that I haven't been able to render any services in return for his kindness."

Wolverine sized her up with a serious expression before nodding his head in an attempt to be supportive. He wasn't usually the fatherly type, but in this case he felt as though there was little other option. Charles had told him to keep an eye on the girl because he was the only person who could possibly understand her. He couldn't come up with a reason why it shouldn't be him, because he actually felt compelled to help her the same way that the professor believe it was his mission to help mutantkind in general.

The Weapon X mutants were two of a kind, both subjected to the same terrible research, and yet they had survived to recover some semblance of life. It would probably take her longer to adjust, but the subtle changes in her mannerisms and demeanor told him that she was at least beginning to trust people. It was a far cry from their first meeting, when she had savagely attacked innocent people without any worry or care, all to accomplish her goal of misguided vengeance. In many ways she was like a feral cat, slowly warming up to those willing to care for her.

He looked at the ground beneath his feet as if trapped in a trance, although his mind returned to the conversation as he felt her gaze boring into him. "Anyway… Don't think too hard about what he did." He rested a hand on the younger hero's shoulder. "Chuck took a lot of us in when we had nowhere else to go and helped us without expecting anything in return."

"Hmmm…" the younger mutant groaned, her teeth gritting against each other as she let the notion sink in.

His female clone turned her head away as she contemplated what it would be like to possess such a selflessness nature, but it was difficult to understand for someone in her position. Having spent her entire life working as a living weapon for one of the most powerful syndicates in the world, she had very little experience with someone like Professor Xavier. The closest thing she could think of was her encounter with Wolverine that night he had comforted her, expressing a desire to protect her from HYDRA even after she had attacked his friends.

X-23 looked back up almost pleadingly, her eyes softening slightly as they settled on the face of her male counterpart. "If you want me to understand, then answer one question."

"Oh yeah… What's that?" Wolverine was never the best when it came time to this sort of thing, slowly running a hand through his messy hair in exasperation.

"Why do people help each other even if there is no mutual benefit to be gained, or explicit motivation to perform a task?" she looked slightly confused by the thought, having been used her entire life and abused both physically and emotionally.

He let out a weary sigh in response to her question. "Ugh… You're really asking the wrong person about this kind of thing. My life wasn't much better than yours."

"At least try to answer!" she snapped irritably, her sour behavior returning almost instantly.

Wolverine looked down at her with a confounded expression, silently thinking the answer over to himself. He was the last person to answer a question like that, even although he understood the importance of it to the girl sitting before him. Laura was a tortured soul who endured every bit of pain that he had once suffered at a much younger age, and unlike him she remembered every bit of it. According to one of her creators, she had very little knowledge of what it was like to live an ordinary life save for what little she was able to observe while training to blend in with society.

Logan sighed as he realized she was still staring at him before stringing words together. "Look, kid… Some people who understand the problems of others try to help them. You really picked the wrong guy to explain."

She tilted her head down and stared at the space between her knees again. "The concept of kindness wasn't something I really understood growing up?" she replied with a bitter scowl.

"The folks at SHIELD told me that you wanted freedom because you began to understand the truth about people." He explained somberly. "After seeing ordinary humans living normal lives, I doubt it took long to figure out what they had taken from you. Think about it a little bit, and you can probably find your own answers."

"I do not understand completely, but am not entirely unaware. Some people feel a connection with each other due to familial connections, and a friendship may exist between people due to common interests and shared sentiments. My question still remains…" She responded tactfully, her gaze never leaving the ground. "Why do people show kindness outside of these bonds?"

Wolverine grasped his forehead like someone with a migraine. "Well… Yeah… … Erm… You could say it's common decency to show respect to other folks" he began with a scowl of his own. Despite trying to explain it to her, he rarely harbored tender feelings for complete strangers. After mulling it over for a minute, the male mutant shrugged again. "I guess you could say that everyone's got their own burden, which is why people understand each other."

X-23 nodded to signify that she had heard him, but her as the notion bounced around in her mind, she related it to her own observations and experiences in order to fully comprehend the idea he had expressed. She knew what the concept empathy meant, but many of the HYDRA operatives she knew were evil, nihilistic, insane, or even a combination of the three. This obviously gave her few examples to use here, and it was even worse considering that the spy network had conditioned her since birth to breed out these types of emotions. Being left along to train with machines was certainly not the best way to learn about human interaction.

Thinking back to her days blending in with crowds and observing normal people, the former assassin had seen love and friendship. The only real example she had of empathy was during her first meeting with Wolverine, when had shown a certain willingness to take care of her, who back then was a complete stranger. He was the first person she had ever met that truly seemed to understand her plight. According to what he had said, all humans possessed the capability to comprehend each other, because everyone understood pain and because of this, many of these individuals were compelled to ease the suffering of others.

After several minutes of sitting quietly, the younger mutant nodded again so that her counterpart would notice. Laura allowed her hair to sway as the wind swept her hair, almost as if all of her troubles were wafting away in the breeze. "I think I understand…" she looked to her mentor.

"Good to hear it!" Wolverine clapped a hand onto her shoulder with a softer expression.

Although neither of them smiled, they both felt a sense of understanding that prevented her from rejecting his gesture of kindness. Her stoic expression did not change, although her eyes had a sense of warmth that they lacked before. "Thank you…"

"Yeah… Sure thing!" he answered with a sense of uncertainty. After a short pause, the older mutant gave her one of his gruff smiles, although it only lingered for a second before he groaned again. "Glad to see you got something out of that convulsion, considering even I had no idea what I was talking about!"

Although she did not dignify his comment with a verbal response, the younger mutant placed her hands on her knees and leaned forward slightly so that she could get a better view of the school's students. The man sitting beside her did not attempt to force conversation upon her, considering that he wasn't exactly the most excitable individual either. Logan shifted his view to the field where many of the younger mutants were still struggling to the finish of the obstacle course he had assembled. Seemingly content with this assessment, the erasable mutant let out a breath slowly as he attempted to relax again.

"So, you still remember what to do for the next exercise?" Logan asked his younger counterpart.

Her face lightened as she remembered the next activity they had planned for the class, although she seemed almost hesitant to discuss it. "They may not be prepared… Are you certain you want me to participate?

The irascible mutant nodded in agreement. "Yup, but just make sure you don't get carried away once we start."

"I have not forgotten what you told me earlier." She responded with an inscrutable expression, her hands coming together in her lap. "My creators trained me to exert only the amount of force necessary to complete the task at hand, less I exhaust myself in the process."

"All right…" he answered calmly, looking convinced that she understood the ramifications.

Several minutes passed as they continued supervising the class, but when the entirety of the group was stationed at the finish line, he decided to take charge once more. Standing up from his place on the bleachers, he gestured forward for X-23 to follow him. With his female clone in tow, the animalistic mutant crossed the gap and quickly made his way over to the assembled students, many of whom seemed exhausted by the brutal obstacle course that their instructor had thrown together. Coupled with the fact that they had gone through a particularly long danger room session earlier that day, the students were noticeably wiped.

"Good job out there, team…" Wolverine clapped his hands once to get their attention.

Iceman, Cannonball, Magma, Multiple Man, Berzerker, Wolfsbane, and Sunspot me their teachers halfway as the two groups approached each other, the students looking as though they had just run a marathon. Due to her quiet and somewhat unpredictable nature, X-23 was not particularly keen on saying anything, although she found their lack of endurance and dedication to their training to be pitiful at best. Based on what she had heard from Wolverine, she assumed that they would rather be off having fun, although her understanding of the concept was limited at best, even after it was explained to her.

"Ugh…" Bobby took a large gulp of water from the bottle of water in his hand. "Man, it really stinks that you didn't let us use any powers for this session. Are you trying to kill us, or is this just your idea of fun?"

"Don't go getting too comfortable, because I've still got one more session in store before we call it a day." Logan explained, earning a chorus of muttered complaints from his gathered students.

Amara groaned in dismay. "This is the third session today, and we weren't even allowed to use any powers while running through the obstacle course. Can't we take a break?"

"I think you'll enjoy what I have in mind." Their teacher replied with a look of interest, his eyes settling on the girl standing beside him. "My new co-instructor seems to think that you half-pints don't get enough practice, so I thought up one more exercise for you guys to finish up before we turn in and call it a day."

"She's probably younger than most of us… I don't see why that new girl gets to call the shots!" Iceman objected rather loudly.

Wolfsbane jabbed him in the ribs with her elbow, causing him to double over. "Be quiet, doofus… She's standing right there." She made a tiny gesture to the newest X-Men recruit, although their teacher did nothing to acknowledge either of them.

Amara looked slightly hesitant to ask, although he did so anyway. "What kind of activity are we talking about, anyway?"

"Pipe down and let me explain… As it turns out, I actually agree." Wolverine took a step forward, causing the younger students to grow silent. "You guys spend too much time goofing around to the point where a simple training exercise does this to you!" he gestured to Cannonball, who was struggling to catch his breath. "Not to mention that most of you guys can't even control your powers!"

"We can control our powers!" Berzerker's hands crackled with energy as he stepped forward, but he was quickly caught off guard, tripping over a large rock on the ground and pushing into one of his classmates.

Multiple Man toppled forward, spawning several more copies of himself as he hit the ground, all of which were positioned in the exact same manner as the original. "Ouch…" the newly formed mob screamed in unison.

Their teacher looked satisfied by the convenient example one of his students. "Now you guys see what I mean?"

"It's not fair to judge everyone by Jamie, considering he always does that!" Iceman added jeeringly. This earned him an angry expression from the younger student, although he ignored this. "You guys wanna see some mad skills, let me show you the ropes!"

Bobby Drake held out his hands, shooting a blast of ice at the ground in front of him. He controlled the flow of his powers to create an accurate statue of himself similar to the one he made as a stand-in during Scott and Jean's first class. Seeing the lack of reaction from his peers and instructors, the elemental mutant made several more with a casual wave of his hands, following up his first series of creations by constructing a large platform to stand on. He smiled down at the others with a pointing gesture in an attempt to show off.

"Not to mention that some of you guys get a little too cocky." Wolverine added bluntly, using his free hand to slice the head off of one of the ice sculptures.

"There's no need to be so rude about it." Bobby returned to the ground with a small pout.

Cannonball let out an ironic snicker. "Lighten up Bobby… He does have a point, you know?"

The two began bickering, although Magma ignored them and shifted her focus back to the original question. "So, you still haven't told us what kind of exercise is this?"

"Just hold on a second… I was just getting to that." Wolverine dismissed her concerns without much thought. "As I was saying earlier, Laura thinks the students don't get challenged enough, and the rest of you keep complaining about the way we do things around here." He paused with a gruff expression. "Today, we're gonna see how you kids handle yourselves when the challenge is more than just a few hurtles."

"Isn't that what the Danger Room's for?" Berserker added in with a shrug.

"Let me put it in words you can understand!" The former Weapon X shook his head with an impatient moan. "When taking an assignment the field, you'll be up against more than a bunch of machines. You kids remember how tough it was when we went up against Apocalypse. That should've been enough to tell you that there's no off switch in real life!"

Iceman frowned again, looking as if someone had just cancelled his favorite holiday. "Hey, if that's the case then you guys owe me an explanation! I've already been on a load of missions the main team, and you still won't put me on full-time!"

He quickly grew impatient with the arrogant student, but and idea came to him that would fit the exercise well assuming it worked. "All right hot shot… If it'll shut you up, I'll make you a deal!"

"What do you mean?" the elemental mutant replied challengingly.

"If you kids do well in the next activity, I'll talk to the professor about putting you kids on the main team." Wolverine explained with a note of amusement as he considered their chances of victory. He pointed to the trees behind him before explaining further. "This next exercise will take place in the fenced off woods behind the baseball field. The students get a head start can have to survive for an hour in the woods avoiding capture."

"Just wait a minute!" Multiple Man protested nervously. "Are you saying that you want us to run into the woods so you can hunt us like a bunch of animals?"

"Gee dude… That's pretty harsh, even for your classes!" Bobby added with a frown.

"Who said anything about me being the enemy?" Logan explained, causing some of his students to sigh in relief. He paused for a second to allow them to relax before making the big announcement. "I asked Laura to handle the dirty work this time around. When she's done, you'll wish I had been doing the training!"

The group looked uneasy at the idea of dealing with the X-Men newest recruit, several of them having been on the end of her wrath during her first day at the mansion. They had been goofing off in the back yard, using their powers in a chaotic display, when Wolverine had her restore order by jumping into the fray. It had only taken X-23 a matter of seconds to put an end to their irresponsible behavior. She disabled them with minimal effort, and surprisingly enough she didn't even need to use her claws.

Wolverine noticed their expressions and took interest, although he decided to make a few things clear before they began. "Before you guys run off, let's start with some major guidelines. First of all there's about five acres of forest, and if you leave the boundaries you're out. Secondly, you've got full use of mutant powers within reason. Third, if Laura touches you it means you lose the game."

Although the class fell silent, Iceman was the first to recover. "All this stuff about real life and you make it a game of mutant tag. Sounds pretty lame, huh guys?" he asked the others, earning some murmurs of agreement. "What's the deal with this one touch, stuff?"

"You kids obviously still don't get it." Logan answered glumly, his expression becoming deathly seriously. "If Laura wanted to kill anyone, all it would take was a single strike. If you can't last an hour in those trees without getting caught, it means you would be dead in a real fight!"

"So, when do we start?" Berzerker questioned.

Their instructor reached into his pockets, pulling out a stopwatch similar to the ones used during sporting events. "We start right now… You get a five minute head start before the game begins. If you half-pints can last an hour in the woods without getting caught, I'll talk to the professor about promoting the rest of you guys to the main team." He reiterated the basics quickly before adding in some extra incentive. "If at least one person hasn't been rounded up in the next hour, you can take next week off!"

Bobby piped up instantly, looking as though someone had splashed him with water as he turned to the others. "You guys hear that?" he jumped onto a platform of ice, propelling himself into the woods. "Let's go!"

A chorus of laughter erupted as the group followed his example, making a mad dash for the fenced off forest behind the institute. Wolverine and his aid watched them go, the former finding their reactions amusing. The group was so lazy that the promise of a week without classes had been enough to motivate them, although he knew that they stood no chance of winning so long as his partner did her part. Crossing the lawn, he took a seat on metal bleachers across from the baseball field, barely noticing that his clone was still following him.

Wolverine glanced up at her with a bored expression for several seconds before pressing the button on the timer in his hand. "Sheesh, they didn't even wait for me to say go."

She raised an eyebrow in confusion, apparently not understanding the method that he had used to deal with the class. "The students in this group lack too much focus to be entrusted with more responsibility." She pointed out with an irritated expression. "Even knowing this, you would risk granting them this promotion."

"It won't happen so long as you do make sure it doesn't." He dismissed her concerns without putting much though into the equation. "You're free to use any methods to win the game, or at least, anything short of maiming them."

"Understood!" X-23 nodded in compliance like a soldier who had just been given an order.

Meanwhile… 

Magneto paced the floor of his metal complex, silently waiting for his subordinates to return from their information gathering missions. He wore a cold expression, having been distraught since his disgrace in New York, and even angrier at the fact that he was unable to kill the people responsible for it. Mastermind, Pyro, and Scanner sat around the large steel table in the center of the room, neither attempting to force conversation due to their fear of their master's retribution. The fire user had remained behind due to his loyalty, although the illusionist had been forced to remain due to his lack of reliability.

The sole female of the trio was new to the group, and since her powers were not used for offensive purposes, she rarely had a reason to venture beyond the safety of the metal dome. Due to her lack of seniority and fighting skills, Scanner had little authority among the Acolytes to begin with, and remained in a trance as she monitored the surrounding area with her mental abilities. This continued on for several moments until at long last she finally detected the presence of her returning comrades.

"They are coming." Her eyes shot open with a strange expression as the feeling came closer.

The master of magnetism stopped his procession, his gaze shifting towards her. "Are they all present, or are the others still missing?"

"I can sense four mutants…" she replied in a hushed whisper, using her abilities to double check the source of the power. "Yes, it seems like the entire group is accounted for today. Mellencamp, Senyaka, Blink, and Sabretooth converging on our position and should be arriving any moment now. Perhaps we should prepare for their arrival?"

Her superior did not answer this comment, although he didn't bother wasting any energy to open the metal dome. The woman sitting behind him looked as if she were about to ask why, although she had briefly forgotten to factor in the powers of her comrades. Magneto stepped backwards as a strange glow erupted in front of him, the light subsiding seconds later to reveal the presence of his remaining underlings. Blink stood at the head of the party, one of the small pink crystals she carried clenched in her fist.

She placed the jewel into her quiver-like hood before releasing her powers, allowing the others to step forward. Their leader eyed his assembled mutants with a sense of urgency, his ironclad gaze lingering for a few seconds on the less reliable followers. Sometimes finding powerful disciples willing to step over moral boundaries forced the seeker to settle on murders like Sabretooth and Senyaka, or shifty types such as Mastermind. Nevertheless he had recruited some useful mutants since the departure of Gambit and Colossus, all of whom were better than the original group of teenagers that Mystique had initially gathered.

Magneto waited for the assembled mutants to take their places at the table, addressing the group as a single unit once they were all seated. "Have you discovered anything relevant to the location of the final artifact that we seek?" When no one gave him an answer, the extremist clenched his fists, causing the room to rattle violently. "Time is of the essence, especially with humans who possess the X Gene increasing by the day!"

"You desire relics that have been lost with time… What exactly did you expect from such an endeavor?" Senyaka hissed with a note of displeasure.

"Buzz off, towel face!" Pyro retaliated with a nasty expression, causing his opponent to narrow his eyes dangerously.

Seamus Mellencamp saw his master's expression and quickly stood up, drawing the group's attention onto himself, and also ending the would-be argument instantly. "With all due respect, my lord, the energy drainer has raised a valid point." The monstrous mutant remarked with a solemn nod. "The only reason we found the other crystals so easily was because they were accounted for by the archaeological community. It is unfortunate, but the last of the set has never been accounted for."

The monstrous man's words seemed to have a sobering affect on his leader, who seemed much less violent than he had moments before. "Very well…" the magnetic mutant responded with a serious frown, his gaze wandering the room once again in a suspicious manner. "I sincerely hope that no one is withholding information from me. When our time comes, there will be no place for those who lack conviction and loyalty! Mark my words!"

An eerie quiet descended upon the gathering for several seconds, only broken by Sabretooth's animalistic grunts and the sound of Mellencamp's heavy breathing. The others didn't seem keen on challenging their leader's perspective, although Pyro looked rather amused by his master's statement and waited eagerly for an excuse to alleviate his boredom. Most of his fellow Acolytes seemed relatively indifferent to the threat set down by their leader, although Scanner appeared concerned for her own wellbeing, since she would not be fit for combat if a fight broke out.

Blink cleared her throat as she stood up, causing the others to look at her. "There was one point of interest that I discovered, although before I begin, remember that there is no guarantee whether or not my testimony will prove useful to us."

"Since subsequent searches in the last twenty-four hours have yielded no other leads, I see no reason against it." The master of magnetism wore a gaunt expression as he spoke, although his tone was calm and rational in comparison to his earlier display.

"While the others were in the field looking for clues to the whereabouts of your precious rock, I used my powers to infiltrate a library containing archaeological records." The pink-skinned woman replied with a dutiful expression. "Upon searching through several historical records, I discovered that Adolf Hitler had a certain interest in the arcane and superstitious."

Magneto's lower lip slid back to reveal gritted teeth as he heard the name of the man whose ambitions had ruined his childhood, although he bit back his anger upon remembering his original objective. "Explain to me now how this is relevant to us!" he blurted out with a note of aggression.

She added a quick nod before continuing. "This led him to pursue artifacts rumored to possess mystical powers in the hopes that they would facilitate Germany's victory during World War II. According to several accounts hand-written by the Fuhrer himself, he had possessed two of these crystals, yet only one of them was found in his possession following his death."

"I remember hearing that the second artifact we stole had been imported from a German gallery before being purchased by the museum in Manhattan." Mellencamp rationalized. "If one of these objects was found in Europe, then perhaps the records do relate to our plans."

"Good job, mate! Now you lot just need to find the other one, and we'll have what we need to fire up that gadget buried in China!" Pyro remarked with a sadistic smile. "That narrows down the search to… Who honestly knows!" he burst out.

"Whether or not the last artifact is still in existence is debatable, although we could assume that someone stole it following Hitler's death." The beast-like man suggested.

Their leader remained silent as he contemplated this new discovery, now seeing how smart he had been to recruit someone like Blink into his group. Along with Mellencamp, she was one of his more useful supporters, and both provided a source of intelligent conversation among a group of mutants who were most sadistic killers and vengeful outcasts. The magnetic mutant gave the group a small nod as he waved his hands, fashioning several metallic pods from the thick steel walls of his dome-shaped fortress. They seemed to understand his intentions almost instantly, each of them standing up in anticipation of his next command.

"Perhaps this small bit of information will increase our chances of success." Magneto turned his back toe the group for a second, his cape swaying and casting shadows in the dingy light.

The fiery mutant glanced around wildly, his smile vanishing as he realized the severity of the situation. "Ya gotta admit, we didn't exactly shrink the search by much. A trip to Germany that could turn up empty doesn't sound all that promising." Pyro commented rather loudly.

"At this very moment, we have no other leads!" their superior barked, causing Scanner and Mastermind to jump in a startled manner.

The magnetic mutant seemed too wrapped up in his own ambitions to notice the nasty looks he received from some of the others, although he ignored the reactions of the group. Pyro was loyal to a fault, but like many of the others he didn't look like he wanted to run off into a foreign country with no guarantee of finding anything. This sentiment was shared by the others, although Mellencamp's level of devotion prevented him from saying anything. Going to Europe was still the best chance to find out what they were seeking.

"You're insane, old man!" Senyaka remarked in a loud whisper, causing several of his fellow Acolytes to step away from him.

Magneto did not even dignify this comment with an answer. Raising his arms into the air, the mutant terrorist opened the top of the dome to reveal the blue skies above, his followers instinctively looking towards the sky. "Come… We're going to Europe! This is not up for debate!"

Several Hours Later…

Professor Xavier gasped in shock as he released Jean Grey from his mental probe, the visions in her mind filling him with a sense of dread. As promised, he had conducted session on both his former students to interpret the knowledge they obtained in New York, but upon seeing the future visions shown to them by Spider-Man's mysterious benefactor, he felt himself at a loss for words. Such an accomplishment was not easily yielded, considering he had seen his own share of terrible things, but these mental images were far beyond anything that even he had imagined.

Pressing his fingers to the side of his face, the bald telepath attempted to interpret the knowledge he took from his students. His face contorted with intense disgust as he saw the horrific images in detail, although the acts of heroism he saw within their minds gave him a certain sense or pride that he had taught them well. Despite having been in a new place with no obligation to help, they had placed their lives on the line to free Manhattan from the crime wave that had plagued the city.

"Yes…" he opened his eyes, eyeing the two mutants sitting in front of his desk as he regained his previous composure. "It appears that the terrible events you endured while visiting New York may have yielded more interesting results than any of us originally anticipated."

"Did you see the visions that Madame Web showed us?" Jean questioned, although she was certain she already knew the answer after judging by his expressions.

The professor nodded in agreement. "Although you didn't explicitly claim that this mutant showed you visions of the stories she told, seeing them for myself through your memories is more than enough to confirm the validity of your testimony." He ran a hand down his face with a small frown. "Although I do question the wisdom of allowing a stranger to project visions directly into your minds as she obviously did."

Jean returned his expression with one of her own. "It really wasn't that simple, considering that she also had telepathic abilities. The extent was unclear, but she was strong enough to block me out with minimal effort."

"Not to mention that her visionary prowess bordered on omnipotence." Her boyfriend explained nervously. "Whether we liked it or not, I don't think she was willing to give us a choice in the matter. She sure in Hell didn't ask before tossing us headfirst into those visions."

"Please correct me if you think otherwise, but Spider-Man clearly trusted her, and despite being a weirdo, he didn't give us any reason not to trust him." She added with a shrug. "In either case, I do believe that Madame Web was sincerely trying to help, in her own way."

Charles Xavier nodded in agreement. "From what little I was able to figure out, I do agree. It is a pity that I did not meet this mutant for myself… Her powers could cause unimaginable harm if they ever fell into the wrong hands."

The trio took a moment to play with the idea as they realized the truth behind the statement, although the older mutant quickly realized the importance of the visions. This session had only emphasized everything that Scott and Jean had told him during the meeting the X-Men had been in earlier, except that now he had seen everything from a firsthand perspective, further cementing the severity of the situation into his own mind. There were more than a few hints that what they had seen in Madame Webs precognitive views was actually the truth, especially considering that her past visions coincided perfectly with the ancient writings that Beast had read on the walls of the Egyptian tomb.

Charles Xavier considered his options of what to do next, but all three mutants were pulled from their respective trains of thought by the sounds of the door. Without warning, Storm burst through the entry, her face alive with a sense of terror that they rarely saw from someone who usually worked to remain calm. The dark-skinned mutant scooted past her former students as she crossed the room, coming to an abrupt halt when she reached her superior's desk. Pressing her hands against the surface, she leaned forward with an anxious expression.

"Quickly… Turn on the television." She implored him with a hasty demeanor.

"We were in the middle of a session." Jean replied with a look of disapproval. "Can this wait until after we're done?"

The weather witch opened her mouth to answer, but her superior spoke instead. "I do not believe that Storm would have interrupted us were it not important."

He pressed the button on the remote on his desk, causing the television on the far wall of the room flicker. It did so once before revealing the image of a female news anchor, relaying a special report from her news desk. The woman tapped her papers against the desk as another man came from off camera, whispering several things into her ear and handing her a seconds stack of reports to read from. Although there were no major visuals to be seen, her words were extremely disconcerting, especially to those who understood the danger posed by the situation she was talking about.

The reporter straightened her glasses before continuing the report. "Due to sanctions placed by local law enforcement, no news crews are allowed within ten miles of the rampaging mutant, and the airspace above has almost been shut down. Eye-witness accounts indicate that this is indeed the same monster that almost destroyed that dam several months ago before being halted by the interference of Xavier's X-Men."

A picture came up on the screen depicting the Juggernaut, probably taken from footage that was shot during his last attack shortly after Magneto revealed the existence of mutants to the world. The picture resulted in a shocked reaction from Scott and Jean, although the professor turned his head as if he were ashamed by the incident. He had always felt a sense of hatred towards his brother that came from personal experiences, although at the same time his empathy for his fellow man always won out in the end. In many ways, he felt responsible for keeping Cain from harming innocent people.

"Crap… That's the Juggernaut!" Cyclops called out unnecessarily.

"I thought he drowned months ago when Rogue pushed him into the river and Bobby froze him in a block of ice." His girlfriend added with a sense of dread.

Their former teacher shook his head slowly in response to their questions. "Cain's mutant powers make him a threat that transcends any normal boundaries of life. He does not require air, nor can he truly be stopped by any force that nature has to offer."

Storm turned her focus away from the television before addressing her superior. "So what do you want us to do, Charles? Shall we stop him?"

"Gather the staff members together and alert the most experienced students." Professor Xavier addressed the three of them. After a brief pause, he slid his wheelchair out from behind the desk and positioned it so that he was facing them once more. "We must put an end to his rampage before anyone else is harmed…"

Note to Readers: I honestly didn't like this chapter too much, but it was mostly an information chapter coupled with some screen time for the X-Men. I tried tying up some loose ends like Gambit while bringing the Acolytes back into focus, and of course there's the battle with Juggernaut to look forward too. This one will end much differently than the two from the actual cartoon. There will also be a hint for the sequel in the next chapter, but until then I hope you enjoy this story. I'll also go back to HYDRA's activities when I can. As usual, sorry for any typos, spelling errors or grammar errors, but it's usually late when I type chapters for this story.

I also decided that this series will be a three-parter if I get around to writing it.

Book 1: Webs of Deceit (Spider-Man Crossover)

Book 2: Civil War (Avengers Crossover)

Book 3: The Dark Phoenix (Enter the Hellfire Club)

Oh, and please REVIEW… If you like something in particular, or have an idea of contribution, I would love to hear it. Not to mention that it motivates me to write and thus update faster!


	29. Chapter 29

**Chapter 29: The Unstoppable Juggernaut **

Disclaimer: I do not own any Marvel characters or logos.

It had been hours since the daily regimen had finished, and now the elites of the Xavier Institute were sitting on board the Blackbird in an attempt to wrangle one of the most dangerous enemies they had ever faced. The professor sat in one of the front seats, close behind Storm who was busy piloting the craft. Wolverine and his female clone occupied the next row behind the other instructors, the latter seated in Hank McCoy's usual seat because he had been tasked with watching the students back at the institute while they were gone. Sitting in the same area were Scott, Jean, Gambit, and Colossus.

Ironically there were actually more staff members on board the plane than students for a change, which was largely due to the presence of the newer recruits in addition to the promotion of the two former students from the previous semester. The only three students that were permitted to participate in the upcoming mission were Rogue, Nightcrawler, and Shadowcat, all of which were the most experienced of the school's current roster. While they normally would have brought in Bobby as a source of backup, he was still on probation due to his rash actions during his brief visit to New York, and the additions of X-23, Colossus, and Gambit were more than enough to fill the slot.

"I finally thought things were settling down, and then Bigfoot shows up again." Kitty added with a note of concern. "This is, like, totally irksome."

Rogue sighed in agreement. "Well that would explain why they call him the unstoppable Juggernaut, now wouldn't it?" she snapped sarcastically. "Ya'll are stupid to think that a crazy brute like him would just stop because we took him down a couple of times."

"Well obviously!" Nightcrawler shuddered silently, his three-fingered hands digging into his knees. "I'm more worried about what he'll do to us when we see him again. If he's wearing that helmet thing, we're in for it!"

"Chill out, it's not like we haven't beaten him already." Kitty added with an optimistic grin.

Kurt smiled, looking proud of their previous accomplishment as he remembered the battle in vivid detail. It had been an awful experience fighting against an opponent that they had no chance of winning against, especially since Professor Xavier hadn't been around to disable the enemy with his mind. Using their combined abilities the young mutants had miraculously managed to drive away their leader's step brother, although until now most of them had been anticipating the day that he would resurface. Since the authorities never found him, Juggernaut had remained at large even after his defeat on top of that dam.

The blue mutant smiled nervously as he clapped his friend on the shoulder. "As terrifying as it was the last time, we've got the professor and half the school coming along for the fight this time. Maybe I'm just worrying too much."

"Well that's typical you… The rest of us would be more hard-pressed to find a time you didn't panic." Rogue looked up at her younger brother with a half-smile.

"I resent that statement!" the teleporter shot back at his adoptive sibling, turning to his other friend for some reassurance.

Shadowcat let out a tiny snicker before shaking her head jokingly. "Sorry Kurt, but I'm gonna have to side with Rogue on this one. Face it, you can be a spaz when things get rough."

His expression changed into one of embarrassment as he remembered a few notable instances, although instead of act bitterly towards them, he joined in their laughter. "Now that you mention it, I guess you're right." Nightcrawler responded with a shrug before cracking a smile. "I mean, it's not like I was the one begging for mercy that time Logan went berserk in the mountains."

"Well that does tend to happen when you're in mortal danger." Kitty's mouth curled into a crooked line, similar to a mother reprimanding her child.

Several rows in front of them, their newest recruit was seated next to her new mentor, neither of them having spoken a word since they boarded the plane. Although she had been concentrating on the upcoming mission, Laura had heard every word of the conversation going on behind them. It wasn't as though she was attempting to eavesdrop on the others, but her animal-like hearing made their incessant ranting difficult to ignore, and thus she had spent the last ten minutes picking up pieces of different conversations going on around her. Nevertheless, they had only recently piqued her interest.

Laura leaned towards the man beside her. "What exactly were they talking about?"

Wolverine had understood her question, although he seemed less than happy about having to answer. "It's got something to do with those creeps that made me into a weapon." He grunted with an angry sneer. "Let's just say that some scientists have trouble letting go of their old experiments."

"The Weapon X Project…" the teenage girl sneered, her expression nearly mirroring that of her male counterpart.

He nodded once to confirm her suspicions, his thoughts wandering back to that day. It had begun like any other, until a strange device in his head began to produce strange results. At first it only increased his aggressiveness, but then he felt drawn to a series of mountains, during which he ran into Sabretooth and a mysterious creep wearing a lab coat. The man had controlled him using the device, prompting him to attack Nightcrawler and Shadowcat, although they had all been lucky enough to escape the situation alive. Logan still wondered about the events of that day, although he was somewhat relieved that Charles had removed the implant.

Seeing that Laura wasn't planning to push the subject any further, he was actually grateful. She seemed almost sensitive to his internal struggles, or at least as compassionate as someone from her background could possibly be. His other guess was that she would rather not talk about such topics due to her own insecurities, something that they both shared. After taking a few minutes to think about how he could respond to her, the older mutant realized she was still staring at him, and decided it was best to show her some courtesy.

"All right…" he began, giving his left hand a gentle wave as if to sweep aside any possible concerns. "The truth is, even I'm not sure exactly what happened the day I took the Blackbird to the mountains. All I know is that the mess was connected to the memories that those creeps wiped from my brain after the Weapon X project."

"I told you once before that my creators were no better. At least the people that converted you erased memories of the incident." She replied bitterly.

The older mutant released a tired groan. "Maybe you're right, but at least things made sense to you, no matter how terrible it was." His female counterpart gave him a nasty expression, earning her a small shrug. "Either way, in the end we both lost out. Those bastards on both ends made us suffer in our own special way."

She opened her mouth to say something, although his blunt statement had rendered her unable to argue. There was no point in starting an argument over which one of them suffered more in the long run, although she sometimes wondered if she could ever fully identify with him, let alone the rest of the world. Laura was far from stupid despite her lack of a real upbringing, and thus was painfully aware of her shortcomings as a human being in comparison to her qualities as a human weapon. Still, she was almost glad that Wolverine's blunt nature had its way of communicating life lessons to her.

As these thoughts floated through her mind, Logan noticed her obvious lack of a verbal response and decided to change the subject. "So... … …" Scratching the back of his head, the older mutant tried to find the right words. "You need to know something before the mission, or did Chuck make it clear enough for ya?"

"Professor Xavier told us that we were going up against a strong mutant, one that is supposedly unstoppable. He claimed that the enemy's only weak point is his mind, therefore a telepath must be present on the battlefield. Even with this information, several factors still concern me…" She parroted back the explanation with a disbelieving look.

"Sounds pretty direct to me... Is there something you didn't get?" asked the disagreeable man.

She stared at her lap, looking very much like a stubborn child. "Who is this person anyway, and why does our superior feel an obligation to stop him?"

Her reaction did not surprise Wolverine, although he was still somewhat exasperated by her questions. She had been a wallflower the first few days at the institute, although whenever he found the time to speak to her, the girl seemed to rely on him to answer any questions she just might happen to have. He understood why his clone was curious about the events around her, although that didn't mean he enjoyed these awkward sessions any more than the average kid liked going to the dentist twice a year.

Their relationship so far was strained at best, having only known each other for less than a year, and spending very little time together. The feral mutant actually felt inclined to spend time with her, like any caring relative would, although this was foreign to him. He looked down at the girl sitting to his right, wearing a very similar expression to his own. Seeing these moments made it feel almost like looking into a mirror. Although the similarities between them were strange when viewed by others, although it was times like this that made him wonder what it would have been like if he had ever had kids.

Her male counterpart sighed again. "The guy we're going after is the professor's brother, though there's a lot of family issues that the rest of us don't know much about."

"You still haven't answered me…" she stated in a direct fashion that rivaled his own, although for some reason it did not seem so rude coming from her.

"I told you earlier about the kind of guy that Charles is, and he knows that the cops can't handle the Juggernaut." He shrugged with a sense of indifference. "He wants to stop that guy so no one gets hurt… Plain and simple!"

She seemed to accept his answer before asking more questions. "If the professor can stop him with telepathy, than why do has he summoned such a large team of fighters?"

Wolverine guessed from her suddenly changed demeanor that this conversation ad become an attempt to gain as much information about the enemy as possible. "He might be vulnerable to Chuck's brain blasts, but the guy we're going after usually wears a helmet that blocks it out."

"So our job is to remove this apparatus, thereby allowing the professor to render the target completely helpless?" she rationalized in a calculating manner.

Her new mentor folded his arms. "Yup, that pretty much sums it up." As a former assassin for one of the most feared criminal networks in the world, he understood why she would want to obtain more intelligence concerning their target and quickly obliged. "So, is there anything else you wanna ask before I change my mind?"

A shadow of concern graced her features, although due to the presence of her permanent scowl, no one took notice. "Does this enemy possess any superhuman abilities in addition to this supposed invulnerability? Your teammates displayed signs of worry earlier, therefore our target must possess incredible destructive capabilities."

"That sounds about right." Wolverine resisted the urge to roll his eyes, although knowing that she wasn't acquainted with their opponents made him less likely to judge her lack of knowledge on the subject. "Juggernaut can lift houses and topple skyscrapers with his bare hands, although he ain't all that bright. The only advice I got… Just make sure he doesn't get a hold of you."

She answered with a small nod, looking unusually passive as the two Weapon X mutants fell silent once more. Everyone else seemed too wrapped up in their own conversations to have heard the short interaction between them, but the sound of their pilot's scream caused the entire team to shift their focus to the cockpit. The door leading into the entryway slid open, allowing Professor Xavier to roll his wheelchair through the opening. Several of his passengers began asking questions, but as the authority figure, he raised a hand to restore order to the vicinity.

Several second passed quietly without anyone interrupting until Wolverine stood up from his seat. "So Chuck, I take it you guys just found the enemy."

"After hearing Storm, it sure sounds like it!" Cyclops added with a frown, casually scratching a cheek with his index finger.

Charles Xavier cleared his throat before answering. "Yes, she was surprised by a large tree that crossed our path while she was looking for a place to land… We received visual confirmation that my brother is directly beneath us only seconds after avoiding the uprooted tree that was lobbed at the X-Jet."

The explosive card shark dropped his deck in surprise, embarrassment seeping into his surprised expression. "Just wait a second! Are you sayin' this dude tossed a log several hundred feet in the air just to smash us outta the sky?"

Wolverine shook his head disapprovingly. "Not feeling so confident anymore, are you?"

"I was just as surprised to learn that our opponent possesses such power." Colossus added.

"Immense super strength coupled with his physical invulnerability makes Juggernaut a dangerous opponent. It is imperative that the rest of you remain on high alert once we land, although if anyone wishes to back down before the battle, I shall not force you to participate." The bald telepath offered his teammates.

As the plane began to descend, the group grew tense, although no one was cowardly enough to remain out of the fight. The Blackbird sent out a loud hissing noise as the landing gear sprung from the bottom of the craft, allowing the aircraft to touch down in an open field on the outskirts of a large forested area. Finding him had been simple enough, considering that the trees leading in this direction were being smashed down by the enemy. The path of destruction left behind in his wake had made it very easy for the X-Men to follow, having seen he destroyed houses and trees from above.

The X-Men stood up and assembled into small groups based mostly on those they were most comfortable working with. Storm exited the cockpit and stood so that she was standing beside the professor, X-23 following Wolverine as he joined the other main staff members. The two former Acolytes remained where they were, while Scott and Jean joined up with their main group of friends, consisting of the original members of their student roster minus Spyke, who was currently affiliated with the sewer-swelling Morlocks.

Cyclops adjusted his visor, as his other teammates prepared mentally for the battle. "No need to worry about us professor. It's not like we haven't done this before!"

Just know that I trust you all with my life." The professor replied to his younger X-Men, his focus shifting to the group as a whole. "Now then, I purposely tracked Cain to the wilderness knowing that he was probably heading to the institute. This knowledge allowed me to track his movements and trajectory based on recent news reports and sightings of my brother."

"Not a bad plan, planning a fight in the middle of nowhere so bystanders don't get in the way." Gambit tucked a deck of playing cards into his coat pocket, twirling his staff like baton with a swift movement of his fingers. He swung his arm to shake it, extending the weapon to its full length. "This means we can go all out on this guy!"

"I believe that the professor was hoping to avoid heavily settled areas in order to protect innocent people from getting hurt." Storm corrected him with a brisk tone to her voice.

"Potato, po-tah-toe…" The mutant bomber shrugged off the statement with an indifferent smile.

Although the dark-skinned weather witch did not say anything in retaliation, she narrowed her eyes with a distasteful expression. The professor raised a hand to draw the group's attention back onto himself, although the crunch that erupted seconds later greatly diminished its effectiveness. A large crashing noise could be heard in the distance as their enemy kick down trees, the sound growing louder and coming closer with each consecutive step. Their landed aircraft rumbled slightly as if to signal the arrival of the unstoppable behemoth, the force of his rage so great that each step he took seemed to create tremors across the ground.

Storm shuffled over to the window of the cockpit, her eyes widening in horror as she saw a flock of crows erupting from the nearby thicket in an attempt to escape. "He'll be here any second!"

"Well then what're we waiting for?" Wolverine retaliated with a nasty expression.

The feral mutant let out a bestial growl as he unsheathed his claws, barely sparing a glance backwards glance at the others as he walked past them to the door. He kicked the door open with excessive force, causing the ramp leading out of the X-Jet to fall into place as he jumped through the newly opening passage. X-23 followed after him without a second thought, jumping through the hatch while the others descended to the ground. The professor took up the rear of the group as his wheelchair slid down the newly-opened ramp, a nervous bead of sweat sliding from his brow to the bade of his neck.

"Be ready for anything! If Cain is wearing his helmet, you must remove it so that I can disable him." The crippled psychic warned his teammates, all of which were stealing their nerves for the upcoming battle.

"We will, professor." Jean answered with a respectful nod as she joined the others.

The group formed a protective wall between their leader and the source of the noise, Storm remaining by his side while the others move closer to the noise. Logan stood in front with his female counterpart, and positioned close behind them were the rest of their teammates, all of whom seemed anxious. X-23 imitated her mentor, unsheathing the claws in her hands. Cyclops position a hand near his visor, as Colossus engaged his own powers, his muscular form turning cold and metallic as he prepared to strike. A loud roar echoed through the field as the towering form of Cain Marko smashed through the last few trees standing between himself and the assembled mutants.

For the majority of the X-Men, he looked just as they remembered. Towering around seven feet tall, the gigantic mutant's muscular body and incredible size was made even more terrifying by his enraged bellows. His fists alone were powerful enough to reduce buildings to rubble, and a large round helmet covered his entire face save for the small holes showing his eyes, nose, and mouth. Standing across the field from his arch enemies, the murderous mutant paused for a moment to take in their numbers, his teeth gritting together as he caught sight of his half-brother amidst the group.

"Hey Charles, don't you wanna come say hello to your brother?" Juggernaut bellowed. Although his words might have given the impression that he was greeting a friend, the tone was loud and boisterous, betraying a sense of deep loathing.

The professor shook his head with a frown. "Talk to me! Why do you feel this constant need to resort to violence? Such an irrational approach to life will only create more suffering not only for you, but also everyone around you."

"I got a score to settle with you, and anyone dumb enough to stand in my way's gonna end up like this!" The unstoppable mutant backhanded the closest tree with minimal effort, causing it to snap apart in much the same way that a child would break a twig.

"In your attempts to seek vengeance on me, you have needlessly caused harm to those with whom you have no quarrel. Do you feel any regret for these inexcusable actions? Is any part of you still human, or has your hatred turned you into a monster?" the wheelchair-bound man questioned his brother.

To everyone's surprise, the mutant broke out into an obnoxious booming laughter that echoed across the fields and through the surrounding trees, causing more birds to flee their homes in fright. Most of the gathered heroes were sickened by his lack of regard for other people, although some of them were indifferent to anything that he had to say. They saw him for what he really was, and had no reason to listen. Jean looked angry, while the professor seemed to pity his stepbrother's shortcomings. Of course his empathy towards him as an individual was limited by his past experiences with Cain, which dulled any concern he might have felt otherwise.

Even as kids, he had noticed how much of a sadistic bully his older stepbrother really was. When their parents were dating he had attempted to befriend him, but the future Juggernaut had spurned any and all attempts to build any type of positive relationship, instead making his younger brother his primary target for bullying. Their father had sent him to boarding school to end this dispute, although in many ways he was no better than his son, and Charles noted the all too obvious similarities between his stepfather and brother growing up.

Juggernaut slowly ceased his laughter, his expression becoming cold and murderous. "You think that makes any difference to me!" he pounded his chest once with his right hand. "Does a man spend each day thinking about the ants he might've stepped on?"

The bald telepath looked upon him with a downcast expression. "Perhaps it was optimistic to the point of insanity to believe that you would ever understand the significance of human life. I was hoping that it wouldn't have to be this way, but I regret to say that my past conclusions about your vicious tendencies will never be proven false."

"Enough talking!" the giant man screamed, his legs breaking into a run as he charged at the gathered mutants.

"I'm sorry you feel that way…" the professor felt a small tug as Storm pulled his wheelchair back towards the Blackbird for safety.

He signaled for the X-Men to begin the battle, but soon found the gesture unnecessary as he looked up in time to see the remaining mutant running towards their mutual opponent. He felt a tiny pang of guilt for letting his followers defend him, although at the same time a sense of pride. They were brave enough to stand up against such a powerful opponent without backing down, even when given the chance to leave. Whether due to the confidence in their abilities, or a desire to defend the lives of other people, it showed that his students and staff were all individuals of very strong character.

Wolverine met the Juggernaut mid-way and attempted to slash the titanic killer, but was forced to leap away as a shower of playing cards rained down from the skies above his head. The feral mutant dove for the ground and covered his head, rolling sideways as the glowing pieces of cardboard bombarded his opponent. As if on cue Gambit appeared from behind, sending another wave of explosives at the enemy fighter. Although his attacks hadn't even stunned the gigantic mutant, the smoke created by the explosions temporarily blinded him, allowing the others to move in.

"I've got him!" Jean raised her arms in the air, using his telekinetic powers to lift the opponent off of the ground.

Juggernaut roared in frustration as he began failing his arms and legs around rapidly in an attempt to free himself, his eyes burning with an intense fire as they settled on the source of the problem. The female psychic was clearly having trouble holding him in the air, but her boyfriend quickly noticed this and blasted the unstoppable mutant with an unusually large beam of energy, sending him tumbling onto his back. Kitty Pryde phased through the ground beside him, her hand instinctively reaching down to pry open his helmet, only to find thick metal straps in the place of the buckles.

Kurt teleported over to her position, gasping when he also noticed the new obstacle, his eyes settling on the new addition to their old enemy's helmet. "Oh man, this isn't good?" he pondered out loud.

"Guys, there's something different about his helmet!" she called out to her teammates, letting out a high-pitched scream as the behemoth lashed out at her.

"Yikes!" Nightcrawler grabbed hold of her and teleported them both to safety as the Juggernaut stood back up, his hands grabbing air in the place they were standing moments before.

Before he could react, Colossus barreled into him with as much strength as he could muster, having moved in to protect his comrades in case they needed his help. The attack pushed his opponent back several feet, but the Juggernaut responded by seizing the former Acolyte by the head, his attempt to crush the mutant's face being thwarted only by Wolverine. The feral mutant slid between the gigantic mutant's legs stabbing him in the thigh. His attack was ineffective, but the slash had caught the enemy's attention, allowing both X-Men enough time to move out of range of his deadly fists.

He attempted to pursue them, but was pushed back by another beam of energy shot from Scott's visor. The unstoppable mutant growled like a bear that had just been poked with a stick as he remembered the previous fight he had with the X-Men. Even at full power, the younger mutant's energy attacks were still no match for his invulnerability. Juggernaut raised an arm and broke into a mad dash like a football player preparing to tackle an opposing player, although his attempt to crush them met in failure as Jean pulled her boyfriend to safety in the air.

"You little brats!" he bellowed, reaching over and uprooting a nearby tree with his bare hands.

The brute-like mutant brandished the log like a club, making an attempt to swat them out of the sky as the female psychic pulled them out of range of his attack. Their enemy roared in frustration as he prepared to toss it at them, but Gambit vaulted into the air from behind him, touching the tree with his hand as he flew by. The plant gave off a strange glow for a few seconds, blowing up in its wielder's face as the card bomber touched down on the ground several feet away. The force of the explosion stunned the villain for a second, allowing the close-range fighters to participate.

Wolverine and his female clone ran towards the enraged monster, making futile attempts to wound the invulnerable mutant, although if their slashes caused him any pain, he seemed not to care. They used superior agility and acrobatics to avoid being crushed by the enemy's super strength, their assault distracting him as Colossus aimed a few punches from behind. The metal mutant had learned from his earlier mistake, and quickly retreated before the enemy could return the strike, although the trio found the battle equally infuriating due to the fact that they were unable to harm the enemy, forcing them to dance and weave around his assault.

While they other distracted the enemy, the professor was receiving the news from his students. "I see…" he commented with a thoughtful expression.

"Yeah, his helmet is, like, bolted onto his head!" she added with a small shudder.

Kurt shook his head fearfully. "Looks like he's learned some new tricks since last time? He really doesn't want that helmet to come off."

"I see…" The professor nodded with a grim expression, quietly taking the moment to consider the options. "You mentioned something about metal straps holding his headgear in place, meaning that it can still be removed if we exert the necessary force."

"So, what do ya'll think we should we do?" Rogue added in thoughtfully.

"Perhaps I should enter the battle?" Storm interjected, her eyes moving towards the battle going on nearby. "It sounds like they can use all the help they can get right now."

"That remains to be seen." Their leader sized up the group in his mind, silently thinking of how they could assist the others, although when he looked up, the telepath turned to face the younger members instead. "I don't believe it will be necessary for Storm to get involved yet, although I believe the rest of you will be more than enough to win this battle."

"What do you mean?" Kitty asked with a nervous expression. "If fighters like them can't stop Juggernaut, what chance do we have?"

The professor gestured urgently towards the battle. "We don't have time to explain… Just assist them in any manner possible! I have confidence in you all."

As the three students ran back towards the fray, their teammates were starting to lose. Juggernaut nailed Logan in the stomach with a bone-shattered punch, sending him flying several hundred feet into the surrounding woods. X-23 let out a feral growl as she avoided his attempt to grab her, leaping onto his shoulders and attacking him, but her assault ended as the large man reached up to the grab her. Remembering her mentor's advice from earlier, she leapt from his back to avoid getting smashed, rolling sideways as he attempted to stomp her like a bug.

Jean floated several feet above them carrying Scott, who continually bombarded the enemy with focused blasts of energy. Colossus used their distraction to aim a few punches, but Cain Marko was unwilling to fall for the same trick again. Seizing his attacker by the fist, he crushed the metal man's fist, causing him to scream in pain. Juggernaut seemed to take a sick pleasure out of his enemy's suffering before tossing him at the flying duo causing all three mutants to smash into the ground several yards away.

Kitty ran onto the scene, her eyes widening in panic as she realized that everyone had been downed by their opponent. "Get up… we can still do this!" she beckoned to the others.

"You punks are finished!" the unstoppable mutant screamed as he prepared to crush them.

"Oh, no you don't!" Shadowcat made a quick dash, grabbing hold of Colossus and fazing him through the ground so that the enemy's foot stamped the dirt.

The rest of the team stood back up as Gambit re-entered the battlefield, using a fistful of cards to cover their escape, allowing them to regroup closer to where the professor was sitting. Juggernaut attempted to follow them, but Cyclops ripped off his visor, allowing the wave of energy to drive their opponent back for a few seconds. Kitty helped Colossus back to his feet as they fled from the enemy. Kurt reappeared several seconds later with Wolverine, the latter of which looked as though he had just fallen headfirst out of an airplane.

Seeing that his X-Men were together in a single group, the crippled man wheeled his chair towards them and addressed the group as a whole. "It appears that removing that helmet will be more difficult now that Cain has attempted to permanently attach it."

"Gee, you think?" Wolverine shook the blue-skinned mutant off as he approached the professor, angrily snapping his back into place as his wounds healed. "The creep bolted it onto his head, and we can't get a good shot at it without getting broken in half."

"I believe that you and Laura may be the key… If you use Kitty and Kurt to move within range, then it might be possible to…"

Before he could even finish, a large boulder rolled towards them, causing the group to flee. Although the rock narrowly missed him, Professor Xavier fell from his wheelchair while attempting to escape, landing on the hard ground with a thud. Pushing himself into a kneeling position with his hands, the telepath gasped in horror as he looked up to see his stepbrother looming over him with a twisted sense of satisfaction. Stomping forward towards the disabled man, he reached down to finish what he had started all those years ago.

"Cain… You don't have to do this!" the professor pleaded, even though he knew it was futile.

His cries fell on deaf ears as the Juggernaut balled his hand into a fist and prepared to crush the telepath. Charles Xavier closed his eyes in preparation for his own demise, but a floating sensation filled his stomach as he was pulled out of reach by Jean Grey's telekinesis. He made a mental note to thank her for that later as Storm rushed to his side, helping him back onto his wheelchair in an attempt to flee the scene. Their attacker attempted to follow, but was blocked by the other X-Men, who had not only recovered, but had formed a perimeter to protect their leader.

"Get out of my way!" he shouted before running towards them.

Jean pushed him back with a psychic blast, but this time the enemy resisted her attack, flailing his hands groping around violently as if he would like nothing more than to strangle them all to death. "Now!" she screamed to the others.

Gambit ignited a few more cards in the unstoppable mutant's face for the umpteenth time, creating a smokescreen between them which allowed the others to move into the smoke. Wolverine and X-23 ran headfirst into the smog, using their enhanced sense to locate the enemy and quickly began hacking away at the metal binds that held his helmet in place. Groping blindly around in the smoke, the Juggernaut stamped the ground to throw the hunters off balance, the smoke clearing just enough for him to see Wolverine.

Aiming another punch, the invulnerable villain came inches from grabbing him, but his hand passed through dead air as Nightcrawler teleported him away. He reached out to kill the others, but Kitty emerged from the ground, and pulled X-23 to safety, surprising her new teammate due to her lack of familiarity with teamwork. Laura looked shocked when the enemy's hand fazed through their bodies, shaking off the other girl's grip as she popped up and slashed open another latch holding the enemy's helmet in place.

"That's enough!" Juggernaut declared loudly, swatting at his attackers in an insane rage.

He slammed Logan into the floor with a punch, causing his clone to go into a rampage of her own. She felt an odd sense of anger at having seen her mentor hurt, causing a rare spike of emotion to flow through her body like a lethal poison. Snarling like an angry cat, she charged at the invulnerable mutant from his the right side, leaping over his arm as he swung at her, and instead grabbing onto his shoulder. She severed two of the metal straps holding his helmet in place with each claw, flipping backwards as he reached up to attack her. Spinning around mid-air, she used the claw in her foot to aim for another latch, but was seized by the leg by her opponent.

"Let go!" she screamed, using her other foot to gouge him through the eyehole of his helmet.

"You little runt!" He dropped her with an angry roar and tried to crush her, but Jean pulled her to safety in much the same manner that she had done to the professor.

The group began their attack again, Gambit detonating objects to distract the enemy, using his explosions as a diversion due to their lack of effectiveness against the villain. They also attempted to protect the injured Wolverine while his body healed itself. The X-Men fought using different tactics than usual because they had no real chance of stopping the enemy so long as his helmet was in place. Just then, Shadowcat burst from the ground behind him, this time bringing Colossus along for the ride.

The enemy was so busy attempting to crush the others, that he seemed unaware of their presence. Lunging forward, the metal man used his hands to pry open the last lock on their enemy's helmet, causing the unstoppable mutant to swing at him. Juggernaut screamed again at having been thwarted by the intangible girl again as his hand passed through the target, letting out an earsplitting roar as she sunk back into the ground once more. He aimed at the others, but X-23 flipped backwards and broke into a run to escape his wrath while Kurt grabbed hold of Logan's injured form and disappeared in a puff of smoke.

"All right… Now!" Scott Summers called out, causing his teammates to scatter. He released a large beam of energy from his visor, blasting the damaged helmet off of their opponent's head just like he had done the last time.

Not willing to give up so easily, Juggernaut turned his attention to the professor and charged at the professor who was watching the battle alongside Storm. He barreled through the others, sending the remaining X-Men flying through the air without so much a backwards glance. He was now focused solely on killing his half-brother before the psychic realized that he had been unmasked, determined to reach him despite the blasts of lightning that his bodyguard had begun to unleash.

"You forgot about me, freak show!" Rogue screamed as she leapt from the bushes.

She seized the villain by his face and absorbed some of his powers, although during the last fight with their lives had depended on her abilities, while during this battle they had a much better method of stopping him. He attempted to shake her off, but her newfound abilities allowed her to push him away from the professor. Despite her diminutive size in comparison to the giant, she possessed enough of his invulnerability to turn his weight against him. The power-absorbing mutant used leverage to push her opponent into the ground, slamming his head into the Earth repeatedly to make sure he stayed down.

The Juggernaut looked up at her, but the familiar sensation of someone worming into his mind prompted him to turn to the source. The bald telepath wheeled over to him with an unusually gaunt expression, his face displaying small signs of pity as he watched the unstoppable mutant's attempts to escape. Rogue had pulled one of his arms up and was sitting on top of him, using his own powers to prevent the enemy from struggling around. After a moment or two, Cain's arms fell limp, his vision blurring as the world around him went black. Muttering his brother's name, the berserk supervillain passed out on the ground beneath his attacker.

"I am still sorry…" the professor looked down at his brother's defenseless form.

Storm stepped out from behind his wheelchair, taking a second to inspect the situation for herself. She tapped the power-sucking mutant's shoulder, giving her a gentle shake. "I don't believe it is necessary for you to continue sitting on him."

Rogue rubbed the back of her head with a slightly embarrassed look. "Oops, guess I might've overdone it."

The other X-Men rushed forward to see what was going on, many of them having been injured during the previous battle. Kitty and Nightcrawler walked beside Colossus, supporting his weight as he attempted to keep himself from collapsing. The Russian mutant's powers were no longer active, but since he had received most of his current injuries in his metallic state, he was only mildly injured. Gambit and X-23 remained relatively unharmed, although she was walking with a noticeable limp. This was nothing compared to Wolverine, who had taken several direct punches and stomps, and was now draped over her shoulders.

Remy LeBeau poked the villain with the end of his staff. "Looks like Monsieur Unstoppable wasn't so tough after all."

"I'm sure Logan would beg to differ." Kurt pointed his thumb in the feral mutant's direction.

Wolverine's head snapped up as if he had just woken from a bad dream, a tiny snarl escaping his throat. "That's easy to say when you can escape in the blink of an eye. Try fighting that guy up close and personal and then come talk to me about pain."

The group's attention seemed to gravitate towards their conversation, but a scream of fright quickly caught their attention. Everyone looked at Kitty, but her eyes were focused on the body of their defeated enemy. "What is that?" she screamed, pointing down for them to see.

Professor Xavier felt his jaw drop as he saw what was going on, something that rarely happened to him. His brother's body gave off a strange green-colored glow as though someone had placed a series of neon light inside of his body. In a matter of seconds, the light radiating from his body grew too bright for them to handle, prompting the X-Men to shield their eyes so that they would not be blinded by the spectacle. The effect only lasted a moment, but by the time they were able to see again, the Juggernaut's body had vanished into nothingness.

The other looked too shocked to speak, but Wolverine was the first to recover. "Do you guys have any idea what just happened?" he began calmly, although his voice soon broke into a shout. "What the Hell was that?"

"I regret to say that I do not know..." the professor took a deep breath, slowly attempting to regain his previous composure before his team.

"Don't know how exactly he did it, but it looks like Juggernaut flew the coop." Gambit added with a look of interested.

Logan scowled at the comment. "Thanks, captain obvious… Maybe you can finish off the lecture by telling us what color the grass is."

The Cajun shrugged off the insult. "Well I don't see you coming up with any bright ideas."

Jean ignored their squabble and turned her attention to their leader. "Either way, I don't think he could have gotten very far." She suggested helpfully, earning her a glance from her telepathic mentor. "Should we search the surrounding woods?"

The professor struck a thinking pose as he went over the circumstances in his mind. He realized that they hadn't seen anything due to the flash of light, but even if his brother had escaped, he probably wouldn't have retreated willingly. Cain was known for being a brute, and if he had somehow recovered from the psychic attack so easily, he would have resumed the attack rather than make an escape. After several seconds of consideration, the psychic shook his head in response to his student's idea.

"My brother was a sadistic bully who would never have fled of his own volition." Charles Xavier reasoned out loud, his hands settling into a relaxed position in his lap. "He may have escaped, but I have a strange feeling that he did not do so of his power.

"You think someone else was to blame for what happened?" Scott questioned.

Their leader slowly nodded his head. "I did not sense the use of mutant powers when the Juggernaut vanished." He began with a note of internal dread. "Some other power unknown to us may be at work here, but I just don't know…"

Meanwhile…

Juggernaut opened his eyes, moving into an upright position as he searched around for the source of his misery. His surroundings were entirely different than before, the wilderness replaced by the interior of what appeared to be some type of laboratory. He glanced around in confusion at the metal walls and floor, ignoring the large number of unfamiliar machinery as he wondered who would have brought him to a place like this. He had expected to wake up in prison, yet to his disappointment there was no sign of guards or anyone he could take his frustration out on.

Sliding off of the object he was sitting on, the unstoppable mutant realized he had been lying on an examination table of some kind, but still he had yet to make sense of the situation. The last thing he remembered was fighting the X-Men in the middle of a forest before Charles completely overwhelmed him with a series of psychic blasts. After being humiliated by the mutants, he had suffered the indignity of allowing his hated stepbrother to defeat him. The very thought made his blood boil, and he roared in anger. Reaching over to the table he had been sitting on, the villain began smashing everything in sight to vent his anger.

His rampage continued for a minute or so before he attempted to escape, but upon reaching the exit, he discovered that the doors would not open. Punching the walls caused the room to shake, but for some strange reason he was unable to shatter them no matter how much strength he placed behind each blow. He tried to pry the door open with his bare hands, but the entryway would not budge, further enraging the villain. He pounded the floor in annoyance, but his actions yielded no results.

"What is this place?" he shouted to the surrounding walls, his eyes settling on a camera positioned above his head. He stomped across the room and glared into the optical lens with as much hatred as he could muster. "Show yourself, coward!"

As if on cue, the hatch across the room slid open, prompting him to run back to the doors and escape his confinement, but he was instantly repelled by a strange green glow. The force of the opposing blast sent him flying across the room, driving him into the opposite wall with a loud crash. Although this drawback did little to slow him down, the invulnerable mutant took a moment to recover from the attack. Whatever had happened had actually caused him pain, and this was a sensation that Cain hadn't felt since the day he had first unlocked his mutant abilities.

Two figures entered the room, both very different as could be. The first was a slender, shapely woman garbed in a form-fitting green outfit consisting of an elegant skirt and pants which clung to her legs. The woman had a toned body, her shoulders and cleavage visible, while her arms were covered in striped, tight-fitting gauntlets in a lighter green color that covered her arms up to her elbow, leaving the upper half of her arms and her hands visible. Her pale complexion and long blonde hair emphasized the deep blue of her eyes. A green headdress framed her facial features, but her ruthless and calculating smile was in stark contrast to her angelic appearance.

Her companion was a large man rivaling the Juggernaut in size. He was heavily armored, giving him the appearance of an ancient warrior. His head was almost entirely bald, and he had a small beard and mustache, his facial expression was cold and pitiless. The man was extremely large and muscular, a large battle axe slung casually over his shoulder, and a pair of thick battle gauntlets covering his hands. His skin tone was slightly darker than the woman standing in front of him, and his features sharper.

"Who are you people?" Juggernaut shouted at them as he charged the duo, only to be repelled by the swing of an axe.

The formerly unstoppable mutant doubled over in pain as he fell to his knees, once again in awe that someone had actually managed to wound him seriously. Glaring up at his captors, he tried to attack them again, but found himself unable to move his body. Looking down, the Juggernaut realized that his entire body was giving off a green glow, his expression turning into one of utter hate as he realized that the woman's hands were surrounded in the same aura. It was almost like the enemy was sapping his strength with some kind of power. The idea only enticed his anger, but the more he struggled, the worse the pain became.

"No one stops me!" he screamed in pent up frustration, his arms struggling to break free of the hold. "Nothing stops me! I'm the Juggernaut, bitch!"

"What language…" The woman replied in a casual manner, giving her hand a gentle wave.

He opened his mouth to say something else, but found himself completely wordless. Whoever his enemy was had somehow rendered him unable to speak. After struggling for several more minutes, the normally unstoppable mutant seemed to yield, his face falling to the floor as though he had conceded defeat. Once he had settled down, she took a step towards the immobilized mutant, bending over and placing a hand under his chin. She forced his head into a more desirable pose, moving his face so that they were looking directly at each other. Once this was done, she took a step back and stood beside her companion.

"You need not be so rude to the person who saved you from the X-Men." With a snap of her fingers, his voice returned to him.

"How did you do this to me?" the Juggernaut seethed angrily, now unable to move anything beneath his neck.

She ignored his protests, bearing down on her prisoner with a patronizing tone. "I have heard much about you, Cain Marko. Your mutant powers are so powerful that they refer to you as an unstoppable entity, and yet now that I see you in person, it appears that your abilities are more fragile than I was originally led to believe."

The Juggernaut would've liked nothing more than to snap her neck at that very moment. "What do you mean by that?"

"To answer an earlier question of yours, the power I wield is magic." The woman raised her hand, a faint glow emanating from her fingertips. "As a master of the dark arts, I can sense the magical energy flowing freely in your body, keeping your mutant abilities active. Would I be correct to assume that you used some form of mysticism to awaken a dormant mutant gene?"

The invulnerable villain was surprisingly disturbed by the fact that someone he had never met had discerned so much about him. "What're you, some kind of witch?" he raged, earning a look of amusement from his captor.

"Very astute of you… Since I know so much about you, perhaps introductions are in order." She seemed to be mocking him, which only enraged him further. "I am the Enchantress, and the man you see before us is known as Skurge, the Executioner. If you are interest in knowing, we hail from the greatest of the Nine Realms!"

Juggernaut ignored her trivial pleasantries. "I don't give damn who you think you are! You can't keep me trapped in here forever!" he spat on the floor defiantly, a bellow of rage escaping him as he struggled again to move.

The witch smiled in response to his actions. "I probably could keep you trapped in here forever, but where would the fun be in that?" he replied with a twisted expression. "After going through the trouble of rescuing you from the X-Men and nursing you back to health, do you honestly believe we would simply leave you here to rot?

"I've got my own plans!" he retorted with a nasty expression.

"Your abilities are far too useful to be wasted on acts of petty vengeance." The Enchantress spoke condescendingly.

Cain Marko gave his captors a glare that would have foretold death were he free. "After this, you think I would help you?"

"If you agree to join me, I will allow you to take your revenge on Charles Xavier at the earliest convenience." She reassured him.

"You actually believe I need your help to kill my brother?" he asked with an insulted expression.

His captor smiled again. "Judging from your latest defeat, it appears that his followers have proven themselves more than a match for you in the past." The sorceress remarked with a sinister smile, looking as though she were enjoying his torment. "Against them you are impossibly outnumbered and therefore outmatched. Thus is the case for those of us foolish enough to fight a team of heroes alone."

"Nothing can stop me so long as I got my helmet!" he screamed wildly, his eyes almost ready to burst from their sockets out of shear desire to murder his captor.

"Ah yes! I thought we would get to that." She cast a quick spell, causing his helmet to appear in her hands. "My offer to you is to grant you a spell that will remedy this problem. In exchange, you will complete some jobs I have for you."

The invulnerable mutant's eyes narrowed. "What kind of jobs are you talking about?"

Enchantress waved her hand dismissingly before addressing the issues. "Hmmm… Well there are some favors required from those I make a pact with, but when the time is right you will have your revenge, as well as the freedom to do as you please without interference. I do not intend to keep you as a servant for longer than a year."

The Juggernaut nodded in agreement. "You're saying if I tolerate you for a year, you'll give me the power to do whatever I want?"

"Something like that…" she answered with a look of interest. "So, do you accept my offer?"

"If you're serious, then I'll agree, provided you let me out of this place." He replied angrily.

His captor smiled in response to his words, extending her hand in a friendly manner. "Very well, it appears that we have a deal then!"

The sorceress undid the spell by shooting a blast of magic from her hands, instantly releasing the hold her magic had on his body. Cain Marko flexed his arms and took a few steps forward to ensure that he had been given full use of his limbs before following her. He snatched at her in an attempt to strangle the witch, but was promptly repelled as the large axe-wielder jumped between them. He raised his weapon in an attempt to slice the Juggernaut in half, but the invulnerable mutant seized the axe for himself, causing the two combatants to fight for control of it.

The unstoppable mutant pushed down in an attempt to push the blade into his opponent's throat, but before he could deliver the finishing blow, a sudden weakness overtook him. He could feel his strength slipping away, allowing the Executioner to push him off and reverse the situation. Slamming the weakened Juggernaut into the floor, Skurge stomped on the mutant's back with excessive force, slamming the moon-shaped axe-blade inches from his neck. For the first time in over a decade, Cain Marko was afraid for his life.

"What did you do to me?" he questioned the pair of magic users.

"Foolish mortal, you know not how weak you truly are!" Enchantress placed a hand on her hip, her simpering expression becoming more sinister. "Your mutant powers were only brought to the surface by the use of magic, therefore the mystic energy is all that keeps it active. Using my abilities I can control, manipulate, or disrupt that flow of energy anytime I wish."

Juggernaut reached towards her, but the Executioner kicked him in the face to silence him. "I'll kill you!" the mutant screamed at her.

To drive the lesson home, she blasted him with a pulse of magical power, relishing his poisoned expression as he endure the punishment. "Know that you are alive only because your abilities may prove valuable to my plans. Until I release you, there's only one thing that to remember about your miserable life…" she smiled sinisterly. "It belongs to me!"

The Enchantress turned to leave him, gesturing for her servant to do the same. The doors opened to reveal the hallway beyond, but the Juggernaut was too weak to stand. He muttered some incoherent words, his hand reaching towards the exit. While this motion seemed unnoticed by his captors, she stopped at the door, turning her head to spare him the tiniest of glances. The powerful mutant attempted to lunge at her, only to end up face-first on the floor of his new prison. Her expression was devoid of pity, and for a split second it looked as though she was still enjoying his plight.

"This could have been easy, yet you chose to make it difficult." The witch explained with an indifferent shrug. As the doors began shutting behind her, she decided to add one last thing. "The walls are composed of a metal forged by the Dwarves of Nedavillr, an alloy that no mortal can break. As you have no doubt discovered, not even your full strength can shatter these walls."

Once the doors had closed, the Enchantress continued after her servant, both of whom had more pressing matters to attend to. They rounded several corners and ascended a flight of stairs before entering the witch's personal chambers, having expected an important visitor to appear to them soon. It was a large room modeled in stone like an ancient castle, several shelves filled with spellbooks lining the wall. The carpets were covered in extremely intricate designs, having been hand-weaved by the Elves of Alfheim several centuries ago.

The Enchantress strode over to the large mirror lining the wall, using her powers to activate its magical properties. The images beyond the reflective surface twisted until only darkness remained, although through the shadows depicted by the mirror stood a silhouette. The dark figure was tall and thin with large horn-like appendages branching off from his head. Although the newcomer gave off a much more sinister aura than even her, the Enchantress seemed completely undaunted by his presence.

"Amora…" the shadowy figure hissed with a note of pleasure. "I trust you have found another puppet for us to command?"

"All goes according to plan, my lord. I believe this newest pawn will prove most useful to us. For a mortal, he possesses some very interesting abilities." She bowed gracefully, her smile deepening with a sense of malice.

Her benefactor snickered. "I trust that Zemo is playing his part, just as I have envisioned?"

She sat down in the chair in front of the mirror, gently folding her hands in her lap. "These humans have proven most useful to us, yet I sensed during our last conversation that you have an interest in mutants."

"All will be clear in time…" the silhouetted answered her, the lower half of his face moving into the light just enough for her to see a smile.

Note to Readers: I hope you guys enjoyed this chapter, although admittedly it was largely irrelevant to the main plot. Of course, X-Men Evolution had a lot of episodes like that, as did Wolverine and the X-Men. This is a chapter that hints largely at what will happen in the sequel should I ever get around to writing it, plus it gave me a reason to write some cool actions scenes. Either way, I still apologize for typos, or mistakes in spelling or grammar, but as usual I usually write chapters for this story late at night.

If any of you guys get a chance, please review. If you liked anything in particular or have any suggestions for the story, I would like to hear about it.

I also introduced two more Avengers characters this chapter, although if you don't like it, don't worry because they probably won't be making any appearances for a while, possibly not until the sequel assuming I get around to writing it. Anyone who knows Marvel, or watched the Thor movie, probably knows who the dark figure is that Norman Osborn and the Enchantress were talking too.


	30. Chapter 30

**Chapter 30: Old Friends and New Faces **

Disclaimer: I do not own any Marvel characters of logos.

Madame Hydra stepped through the halls of her organization's headquarters, having been summoned for a meeting by her superiors. The ruling council of HYDRA was gathering in the main room this evening to discuss future plans, and she wasn't planning on disappointing them, especially after her recent failures and subsequent demotion. She had been treading cautiously since then, even using her own money to fund her recent body enhancements rather than relying on the organization for support.

Stepping through the doors leading into the spacious hall, the agents guarding the area sunk into deep bows as she walked past them and ascended the dais leading to the top. As the green-clad woman stepped onto the large audience platform in front of Baron Strucker's throne, she quickly caught sight of the Gorgon, who had arrived just seconds before her. The red-suited man acknowledged her presence with a tiny smirk, casually straightening his dark sunglasses with a tap of his finger.

Ignoring his presence for the moment, the green-clad woman approached the elderly man sitting across from her, acknowledging him with a respectful bow. When she received no reaction, Madame Hydra rose to her feet and moved so that she was standing across from Gorgon, the latter of which had positioned himself to the right of their illustrious leader.

"I trust everyone who's going to show up has arrived." Gorgon replied with the tiniest of sneers.

The woman standing to his right copied the gesture before turning to their superior. "If that is the case, then perhaps we should begin."

Baron Strucker opened his mouth to answer, but was quickly interrupted by the resounding creak of doors. The trio looked down to see the source of the noise to find a dark clothed man carrying a large. His long black cape and angular horned mask made him easily recognizable by those inside and outside of the organization. The dark figure walked past the guards with an unreadable expression, handing his dual-bladed weapon to one of the guards before ascending the stairs to join the others.

"Reaper…" Strucker acknowledged him with a note of indifference, although he was somewhat pleased to see that the last of their number had finally arrived.

The dark clad man bowed his head respectfully before speaking up. "You have my apologies for taking so long to arrive, but my team was intercepted by SHIELD agents during our return trip from New York."

Baron Strucker looked at his three commanders from atop his throne, appearing much less than amused by the explanation. Folding his elbow against the right arm of the chair, he pressed his fist into his check in an attempt to subdue his own rage. The former Nazi was noticeably irritated by the news of their greatest enemies interfering in HYDRA's plans. He wanted to inquire more about the attack, but soon found the action unnecessary.

Madame Hydra took a step towards their visitor. "I trust that you kept any information from falling into the hands of SHIELD?"

"The people they sent were a bunch of nobodies, so we can assume they didn't know I was on board" The newcomer dismissed the notion with a nasty expression. "It was a small squadron of flyers using jetpacks to board the plane. I slaughtered them with minimal resistance, but we were forced to stop and inspect the craft in case they left any tracking devices."

"I guess that could explain why you took so long to get back here." Gorgon pointed out.

The female of the group smirked at his blunder. "It appears that I am not the only person to experience complications as of late. We have made our share of enemies over time, and because of this we must endure the consequences."

Gorgon shook his head with a nasty expression. "Both heroes and criminals alike know of HYDRA's power. It is natural that there would be those who seek to stop us, no matter what the reason. To the former, we are a danger to society, while the latter group sees us as a major threat to their own ambitions."

Despite her dislike of the man for taking her job, the green-clad woman found herself amused by his statements. "Indeed… We have truly become the enemy of the world."

"Enough wasting my time with this banter!" Baron Strucker stood up from his seat, sending a collective chill down the spines of his most trusted subordinates. He looked to each of them with a hint of frustration before sitting back down. Settling down, he quickly decided to take charge of the meeting. "Each of you was given responsibilities to attend to, but now is the time to relay the results of your respective labors."

When no one else stepped forward, Grim Reaper decided it was better to conclude business here as soon as possible. "Although I did this without your permission, my team stayed behind in Manhattan to ensure that the Crime Cartel would no longer pose a threat against HYDRA."

Madame Hydra blinked in confusion. "I mean no offense, but wasn't your mission to topple the organization for betraying us during recent transactions. I doubt any of the remaining gangs have the capacity to pose a threat to us."

"It was your fault that we lost important information to Wilson Fisk, but I digress." The dark villain replied with a hoarse snicker, earning him glare from his superiors. "Either way, I figured that with Silvermane in jail and the Kingpin out of the picture, the other family heads would elect a new leader. The next in line was Alisha Silver, but Luchino Nefaria took out Manfretti's worthless daughter and seized command of the remaining syndicates after agreeing to divide the remainder of the Kingpin's assets. "

"Get to the point!" the former Nazi snapped, his gaze hardening with impatience.

The dark-clad villain smirked in response. "I spoke with him shortly after the incident, and he greed to support HYDRA in exchange for new weapons and some funding to help re-establish the New York Crime Cartel's broken sphere of influence."

"Ah… Now I see what's really going on." The Gorgon mused out loud. "You made certain that whoever replaced Wilson Fisk as leader would have connections with us."

"Controlling him may yet prove difficult, but at the very least we now have a hand in the affairs of an independent organization." The Grim Reaper elaborated his plans to the others in the hopes of gaining their support.

They fell silent as they considered the options created by this new alliance, having had a rocky relationship with the previous syndicate lead by Wilson Fisk. Madame Hydra was particularly bitter that turning to them for assistance had backfired, resulting in her humiliation, although she could not deny that things would have gone much smoother had they exerted a stronger grip over the Manhattan crime lords. She was noticeably surprised when their leader nodded his approval.

The elderly man slammed his fist into the arm of his throne to catch their attention, this time addressing the Reaper. "We will see if this alliance benefits us, but until then you will tell me if your other dealings were as successful."

"Just as you ordered, I also paid some visits to Asia before you sent me to New York to clean up Viper's mess." The dark-clad villain began. "The Yakuza have no interest in working with or against us, although several representatives from The Hand are open to negotiation. We also met with Norman Osborn in an attempt to forge an alliance, but the he claimed to have other obligations right now."

"When HYDRA's plans finally come to fruition, that deranged lunatic will regret turning his back on us." the red-clad mutant smirked with a sense of sick amusement.

Viper stepped forward with a smile. "That reminds me… I have recently uncovered several files that may prove of interest to us. What I have discovered is controversial at best, although I am almost certain that you may be able to shed some light on this subject."

Baron Strucker rested his elbows on his lap, gently lacing his fingers together with interest as he leaned forward. "I'm listening…"

"Yes my lord." She groveled before reaching into her pocket and withdrawing a small device the size of a remote control. "While searching through the data stolen by Gorgon, my team cross-referenced the information in an attempt to compare it with existing data stored in our mainframe computer."

"Just get to the point!" Although her superior did not shout, his expression soured.

She nodded quickly before resuming. "You of all people knew that Adolf Hitler was an eccentric man, one who believed in the stuff of mysticism and legends."

The former Nazi paused as if reflecting on some of his fondest memories, although his stern demeanor quickly returned. "The Fuhrer's vision for the future was truly remarkable, but he lacked the strength of character and state of mind necessary to achieve what could have been his. HYDRA rose from the ashes of his pathetic demise!"

"Which is why the beginnings of this organization were so heavily influenced by these flawed ideologies." Viper added this last part with a relish before continuing her explanation. "As I was trying to say, our database contains many things pertaining to Hitler's schemes. Among them was a certain legend pertaining to technology used during ancient times."

"In what way does this relate to the current situation?" Grim Reaper sneered from behind her.

After a brief staring contest between the two operatives, Viper pressed a button on her remote, the device projecting the image of a crystal. "Wilson Fisk stumbled upon this Nazi artifact after purchasing it from a museum in Germany."

"It's a rock..." Gorgon's normally serious expression gave way to a snicker. "Just because Hitler thought it had magical powers, doesn't mean it's of any use to us."

The green clad woman opened her mouth to explain, but was distracted by the sound of her leader standing up. Baron Strucker seized the device from her hand without even asking, the act rendering his lieutenants speechless for the moment. He pressed a button to enlarge the image so that it was many times larger than the actual stone, almost as if he were searching for something. Several moments passed in silence until his eyes settled on the markings inscribed on the stone's holographic projection.

"I never would have believed it possible until this very moment." The Supreme Hydra reasoned, his eyes widening in surprise. "That the legacy left behind by my former superiors has survived after all these years!"

Although the mask hid his facial expressions, Reaper was confused by his leader's sudden shift. "My lord? Does this object mean something to you?"

"Would you care to explain what's going on?" the red-clad mutant straightened his glasses again, his mouth contorting into a flat line.

Baron Strucker moved so that he was standing in front of his throne, a spark of fascination dancing in his cold, black eyes. "During World War II, the Red Skull was once tasked with locating three ancient stones possessing the power to harness the power of the Earth itself. I thought it madness at first, until the truth was finally given to me by my superiors."

"Indeed…" Madame Hydra added with a smirk. "According to HYDRA's archives, these objects gave off a distinctive energy, and when combined with an ancient weapon, the power radiated from within the crystals grant the controller the ability to do virtually anything!"

Grim Reaper folded his arms before shaking his head dismissingly. "It's not that I disagree with the possible benefits to be gained if this legend was true, but what proof do we have that such a vessel even exists? I'm not entirely convinced."

"I don't believe that anything could be so powerful, even with magic." Gorgon agreed.

"Silence! What I speak of is not mysticism, it is technology. I saw for myself that it does exist… The vessel was a machine far more advanced than anything we had ever seen before, and it was unearthed by Nazi scientists during the war." The former Nazi's grin deepened as he placed the hologram projector in his pocket. "Ancient records spoke of three stones that powered the device, although the Red Skull was only able to locate one before the war ended. Had he managed to find them all, the Axis Powers would have been victorious!"

The group's mutant groaned slightly before addressing his colleagues. "I'm not sure whether or not to believe it either, but you've gotta wonder how a crook like the fat man could have stumbled onto something like this?"

"Yes, I am also curious to know of this." Baron Strucker spun around to face them, his stony expression returning.

Madame Hydra withdrew a page of notes. "According to the records stolen from the Crime Cartel's database, the crime lords were attempting to extract the secrets of Project Rebirth from the mutant terrorist, Erik Lensherr, alias Magneto. They found out he was after these artifacts, but only after using one as bait to lure the target to New York, did the Kingpin realize what his prey was really after. The answer was found in Herbert Landon's research notes, which revealed a connection when the files were compared to those in our mainframe computer."

"And if we resurrect this machine, HYDRA will be unstoppable!" Strucker added, his eyes blazing with a fire which rivaled that of Hitler himself.

Gorgon seemed to have accepted this new revelation, although he still showed signs of hesitation. "If other people are after this thing, we could be in for some competition."

"You also say this machine was an ancient relic… How do we know it'll still work after sitting around for centuries?" the scythe-toting villain replied.

Baron Strucker let out a sickening laugh. "Simple-minded fools… This technology is beyond your comprehension! It was created by the same person who constructed those pyramids that almost destroyed the world several months ago!"

The others looked shocked by this sudden revelation, now becoming aware that their leader possibly knew more about the stones than was contained in HYDRA's database. Having served alongside the Red Skull during World War II, it was apparent that he possessed knowledge of even the most secret projects that the Nazis had worked on. Even Madame Hydra was intrigued by his tenacity, although this new revelation seemed to have won over the trust of his two remaining commanders.

They had all seen the incident on the news, and had watched as even SHIELD failed to stop the technology wielded by Apocalypse. Grim Reaper smirked at the prospect of having similar technology under their control, while the red-clad mutants standing beside him remained remarkably stoic. As the endless possibilities filled the minds of his subordinates, their leader moved back to the raised platform where his throne was situated, although this time he did not sit back down.

Baron Strucker raised his hand into the air as he stood at the top, his gesture getting the attention of everyone in the room. The dozens of soldiers lining the walls of the room copied his gesture, along with the three HYDRA commanders stationed directly beneath him. Looking up where their leader stood, it almost seemed as though he was framed by the presence of the yellow and red banners bearing the symbol of the skull and snake, that of the organization's crest.

Launching his fist into the air, the former Nazi took a deep breath. "HAIL HYDRA!" he bellowed.

"HAIL HYDRA!" the others responded with a cult-like unison, each of them copying his salute.

Meanwhile…

It was around ten o'clock at the Xavier Institute, and the majority of the main team was feeling exhausted from their earlier battle with the Juggernaut. The professor had recently instituted a new curfew for the students due to several the instances of late night mischief. His trust in their maturity had dropped quite a bit since Avalanche had left the school. During his brief stay, a group of younger students hijacked the X-Van and took the Blackbird out for a joy ride shortly afterwards, resulting in severe consequences for everyone involved. While their probation had long since concluded, they still found it necessary to keep a close eye on the students.

As the students rushed between the bathrooms preparing to turn in for the night, a lone figure approached the outer gates of the school. Although the darkness obscured her figure, the uninvited visitor was clearly a girl of average height, although it would have been difficult to discern anything else from the limited lighting. A security camera posted on the outer gate gravitated towards the movement, but was quickly destroyed by a brightly-colored blast of energy shot from the stranger's body.

"Well that won't do…" The female visitor gave the gate a gentle nudge to confirm that it was locked, using her opposite hand to blast the lock open. A smirk of amusement reaching her lips as she forced open the smoldering ruin, gently resting her hands on her hips as she stepped over the newly opened threshold. "It's good to be back!"

Almost as soon as she entered the institute's grounds, several lights began flashing wildly from the security system that protected the mansion, signaling several weapons to rise from secret compartments hidden on the grounds. The fountain slid aside to reveal a large weapon, which immediately targeted the intruder, firing off a net infused with enough electrical energy to render the average mutant unconscious. Spinning on her heal, the visitor repelled the oncoming projectile with a multi-colored blast, firing a second stream of light to disable the net-launcher.

Several more obstacles activated as she approached the front door to the complex, although at this point she was no longer smiling. The expression on her face was one of mingled annoyance and regret as she ran through the traps, diving behind a bush for cover. The mutant crawled sideways as she prepared to flee the scene, but was caught off guard as the stun lasers and security lights flashing overhead switched off. The grounds became dark once more as the security system simmered out, but it was soon replaced by the creak of a door, closely followed by footsteps.

Jubilee had been absent from the institute ever since mutants were revealed to the world, yet she had chosen a bad time to show off her newly honed abilities. She had practiced during her absence in solitude, although her arrogance had led her to do something stupid tonight. She had hoped that walking through the grounds at night would have been an accurate gauge of her abilities, but now was beginning to regret the decision.

Hearing the familiar voices of her friends, the Chinese American girl began to crawl out from behind the bush, almost looking forward to seeing her old friends again. It looked as though they were searching the ground, but before she could speak up, a dark figure dropped down from above. Before she could react, her attacker had pushed her onto the ground, placing a foot on her back as a pair of claws stabbed into the ground.

"I'm going to ask you this once… Who are you?" a high-pitched voice hissed in her ear.

The metal talons resting dangerously close to her neck reminded her of Wolverine, although Jubilee immediately noticed that there were only two instead of three. Although her captor had forced her head to face the opposite direction, the accusing voice was clearly female.

Unable to answer due to her shear surprise, the girl stand behind her pulled her into a standing position by the hair, slamming against the nearby fence. Jubilee saw her face for the first time as she was forced to face her adversary, looking surprised that someone else seemed to possess powers nearly identical to those of her former instructor.

"Just settle down and listen… This is all some sort of misunderstanding."

X-23 retracted the claws in her left hand, although she kept a firm grip on the intruder's wrist. "The next thing that you say had better be convincing."

The Chinese American tensed up again as she felt her captor exert more force, although she was relieved that the claws were no longer pressing against her throat. She forced down a lump in her throat and prepared to speak, but before either of them could finish, a beam of light illuminated the scene, closely followed by the person holding the flashlight. Wolverine stepped out from behind the corner, having caught their intermingled scents shortly after his clone apprehended the intruder.

"All right Laura, that's enough." He waved her down, causing the child to release her prey.

The feral girl backed away from them slowly, her eyes never leaving the intruder for even a second. "Do you know this intruder?"

Wolverine gave her the tiniest of nods before turning his attention to the other girl. "So, if you wanted to get in so badly you could've just called ahead and we might've turned off the security system."

"Yeah, sorry about that..." Jubilee rubbed her injured back and forced a smile. "So, did you know it was me?"

"Hank told us that the culprit used some bright colored sparks to take out the security cameras. Chuck figured it might be you, but we I don't know what reason you woulda had to break in here like that."

Admittedly it had been a stupid idea to break into the complex, but her lack of regard for safety over fun was something she hadn't lost. Thinking back, this impulsive side of her had resulted in the Blackbird incident, during which she had accompanied the other students for a nighttime joyride in the X-Jet. Having trained during her absence, she had also wanted to test out her improved abilities, although she knew this wasn't a valid answer.

The young mutant looked nervous at the prospect of giving him such a ludicrous response, but the sudden arrival of her former classmates quickly took the strain off her shoulders. Scott Summers strode through the night with a flashlight in hand, closely followed by Nightcrawler and Iceman.

"We heard the commotion… What's going on?" His eyes quickly settled on the newcomer, causing him to stumble slightly, his hands fumbling the light in his hands.

The blue-skinned mutant caught the object with his tail before transferring it to a gloved, three-fingered hand. Upon settling the beam onto the trio of mutants, he almost fell over. "Jubilee, is that you?"

Upon closer inspection, the rest of the group realized several interesting changes. While at the Xavier Institute, Jubilee had straight long hair and typically wore a short yellow jacket while not in uniform. During her long absence, her physical appearance and sense of style had changed dramatically, resulting in a shorter messier hairstyle framed by the pink tinted visor on her forehead. She wore tight blue shorts and a pink top underneath a yellow trench coat, the sleeves pushed up slightly to reveal a pair of gloves. Her physique had also changed slightly, her tight outfit revealing her larger bust and slightly more rugged physique.

Iceman gave her a casual wave as he approached, although he chuckled slightly upon seeing her up close. "I know it's been awhile, but are you trying to make some kinda fashion statement with that getup?"

"He's still the same as ever." Cyclops pushed past his younger teammate before turning his ruby gaze on the visitor. "You're looking well, especially considering the rest of us haven't seen you in almost a year."

"Never mind all that static… What brings you back here?" Bobby questioned eagerly.

"It's a pretty long story, but I've been through some rough times in the last few months. Not really something I want to talk about right now." Jubilee ran hand through her decidedly messy hair, trying desperately to relax despite the suspicious glare coming from the animalistic killer.

Wolverine noticed these subtle interactions and quickly attempted to remedy the situation. "Ease up Laura, she's not the enemy."

X-23 nodded once before taking a step backwards, looking very much like a guard dog that had been called off by its owner. The feral girl seemed less tense than before, although she did not smile or attempt to apologize to their new guest. She strode past Jubilee to stand behind Logan, gently folding her arms. Based on the reactions of her fellow X-Men, the Weapon X mutant realized her previous aggression and decided it was best not to say anything else relevant to this particular situation.

Jubilee shrugged off the awkward moment, quickly returning to her cheerful self. "I'm really sorry for crashing the party, but I was hoping to surprise you guys. Hope I didn't cause too much of a ruckus."

"It's a little for that, considering the damage you did the security system." Wolverine gestured to the destruction her powers had caused before letting out an exasperated sigh. "Either way I think you should speak to Charles before leaving."

A lump formed in her throat as she opened her mouth to answer, prompting her to swallow twice before addressing the subject. "Actually, I was planning on sticking around for a while."

Iceman slapped a hand on her shoulder. "So I guess you intending on coming back to the institute as a full-time student? Now that you, Tabitha, and Rahne are back, we've got the entire class together again. It'll be just like old times! "

"You are planning on becoming a student again, right?" Kurt added hopefully.

Jubilee's smile wavered for a moment, a gesture that did not go unnoticed by Logan or his female counterpart. Both mutants were known for their enhanced perception and the ability to observe event he smallest details. Having been created as human weapons by Weapon X and HYDRA respectively, it was very rare for either to misread simple body language. The yellow-clad mutant seemed to sense their eyes on her and quickly nodded in response to Nightcrawler's previous question, her happiness returning instantaneously.

She shook her head to clear out any doubts, forcing a smile to ease their minds. "I actually was considering it, but maybe we could go inside and talk about this a little bit before sticking me back into those drab uniforms."

"Looks who's talking." Bobby added humorously. "You're standing there dressed like you walked out of an exploding Halloween store."

The Chinese American her hands as if preparing to fire off her powers, but rather than set off her fireworks to spook him, she stomped his foot with all the strength she could muster, causing him to cry out in pain. Leaping on one foot in a comical fashion, the icy mutant fell backwards and onto the ground. The others looked surprised at her sudden display of force, each of them noting how gutsy she had become in her absence from the institute. Jubilee smiled at his misfortune as she realized he had fallen into a puddle leftover from the sprinklers earlier that evening.

"At least my clothes aren't covered in mud." She jabbed him with a wink, causing the others to snicker as the cocky mutant tried to wipe off his clothes.

"Can't argue with that, can you?" Kurt added with a lighthearted chuckle.

After a moment, Bobby let out a laugh of his own, making a pointing gesture towards the yellow-clad mutant standing in front of him. "All right… Looks like you got me."

Wolverine watched for a moment as his students shared a laugh at Iceman's expense, quietly letting them have some fun. In his own way he found it amusing that someone had given the rowdy mutant a reprimand without any arguing, although he knew that there were more important matters to discuss at the moment. Stepping into the small mob of younger X-Men, he waved a hand to refocus the group's attention onto himself.

"Don't mean to put a rain on this parade, but its past curfew and the rest of you should head back to your rooms." He turned to face Scott Summers. "You, Kurt and Bobby round up the others and call of the search. I think Rogue, Amara, and Ororo were searching the other half of the grounds."

He nodded compliantly. "No problem, but what do you guys intend to do?"

The former Weapon X mutant glanced at his partner. "Laura and I can take it from here while you track down the others. In the meantime we'll take her inside and make some arrangements."

"We're on it." Cyclops looked over at them one more time before gesturing them forward.

Kurt and Bobby followed their self-proclaimed leader back towards the training grounds to see if anyone else was still searching for the source of the disturbance. An awkward feeling returned as she found herself alone with the feral mutants, creating a sense of discomfort. Logan was never one for long conversation, and his partner seemed even less keen on talking, and they both bore down on her with scrutinizing stares.

Her former teacher exhaled slowly as if gathering himself, clapping a hand on her shoulder and pausing mid-step as he walked by. "So, how's about we head upstairs and talk to the professor?"

"Don't know how he'll react to seeing me after all this time, but I hope he's not angry about the damage."

X-23 strode ahead and opened the door as they approached the mansion, trying her best to be courteous. She was naturally suspicious of the visitor, although being new to the team they were not yet acquainted. Wolverine allowed Jubilee to go first before joining her in the foyer of the mansion, closely followed by Laura. She glanced outside, giving the warm night air a suspicious sniff before shutting the door behind them.

The Chinese American mutant glanced around the hall as they neared the stairs, gracefully spreading her arms out with a sense of nostalgia. "Whoa… Feels good to be back." She called out with a wide grin.

"I guess your parents finally wised up and decided you were better off here than back home surrounded by mutant-haters." Logan added gruffly.

"Uh, yeah…" Her expression wavered in response to his words, but she smiled again to hide her discomfort, gently stroking the back of her head with a gloved hand. "In any case, we should really go see the professor before it's too late."

"I assume you remember the way." Logan pointed in the general direction.

The trio ascended the stairs and headed down the hall with Jubilee in the lead, closely followed by the two Weapon X mutants. Their small procession continued in silence as they walked the corridors leading to the telepath's personal study, although none of them seemed very sociable at the moment. While X-23 seemed wary of their guest, Wolverine occupied himself by thinking about the circumstances surrounding her return.

He had thought as much the day Jubilee's parents picked her up from the institute after Magneto exposed mutants to the world. They had also lost Wolfsbane the day before, and the other students had been sad to see them go. It was only natural that some people would want to be with their children during such hard times, but Wolverine lacked offspring and found the idea more difficult to understand as a result. He knew that parents were only doing what they deemed best, but at the same time he understood that it wouldn't do them any good to shelter their kids from the harsh realities of being a mutant.

Wolfsbane returned to the institute weeks earlier, although this second reappearance was less predictable. While the dog shape hadn't changed much, Jubilee seemed much different. He didn't know why, but their brief interactions had made it clear she wasn't the same girl that had been carted away by her parents several months ago. Trapped in his thoughts, Logan looked up to realize that they had just arrived outside his superior's door.

The younger mutants were staring at him expectantly as if hesitant to barge in unannounced, but Wolverine shrugged off the notion and pushed the door open and entered. "Hey Chuck, there's someone here who wants to see you?"

"That's quite all right… I expected as much after someone set off the alarm." Charles Xavier looked up from his spot by the fireplace with a surprised expression.

Wheeling his chair around to face the visitors, he ushered them into his study, gesturing for Jubilee to take a seat on the couch. The Weapon X mutants were both interested in the night's proceedings for different reasons, but neither seemed keen to relax just yet. Wolverine closed the door behind them before seating himself on one of the armchairs surrounding the table. X-23 shifted uneasily as she positioned herself next to the door like a guard. Feeling the feral girl's eyes on her, Jubilee sat down on the couch on the side of the table opposite the professor.

"It's been quite a while." The telepath surmised with a cheerful expression. "We are very pleased to see you alive and well, although considering your long absence from the institute, it was more than a little surprising when you turned up on the security monitors."

She let out a nervous giggle. "Well that could explain how you guys knew it was me outside."

"Hank was downstairs performing maintenance on the mansion's security system when the cameras captured your image." The professor tapped a finger against the side of his cranium with a knowing smile. "I made certain to probe the surrounding area with my mind to make sure he was correct before we shut down the security system."

Wolverine folded his arms with a sigh. "Just be glad I told Laura not to get carried away, or else we'd be out there picking up your pieces."

"Who is she, anyway?" Jubilee spared a quick glance at the feral mutant, although she turned back to the professor quickly.

To her surprise, it was Logan who answered the question. "That's a long story…" He scratched the back of his head and exhaled with a noticeable grunt, looking as though he had something bitter in his mouth. "Laura's the newest member of the X-Men. For now I say we just leave it at that."

"No worries! I'm sure we'll all be good friends." The yellow-clad girl replied.

Professor Xavier nodded in agreement before shifting his focus back onto their guest. "More importantly, I wish to know why you came here this evening. As you former teacher I am pleased to see you, but surely you must have a reason for coming back."

"Well, honestly I would like to return to the institute as a student this upcoming semester, assuming you wouldn't mind having me."

"Normally that can be easily arranged, although after tonight's incident I also wish to know why you didn't tell us you were coming."

Wolverine's eyes refocused on the girl. "He's not the only one… What I really want to know is why you walked onto the ground at night without making a call. You know we've got a security system that can be dangerous if you don't know how to handle it."

Jubilee's cheerful demeanor became more serious as she realized the stupidity of her actions, although this sudden realization made her even more reluctant to explain herself. After all, it was really something she had done on a whim, which was pretty embarrassing in retrospect. She could feel the eyes of her former teachers and the new girl boring into her as she tried to collect herself, but after several moments of awkward silence she realized that there was no dismissing the notion this time.

She took a deep breath, looking rather ashamed. "Well I there's not point in lying this time. I guess there's no good reason for what I did. The truth is I've been practicing with my powers for months now and figured taking on the security grid would be a good way to test my new moves."

"What you did was cause a lot of trouble for no good reason." Upon seeing the real regret in her face, the gruff mutant let out an exasperated sigh. "It may have been a bone-headed move, but I guess I've seen worse."

"Yes… I am almost certain that this is a reference to some of your own actions?" the professor verbally jabbed his old friend. He cleared his throat with an air of authority before reassessing the situation surrounding the girl. "Nevertheless, what you did tonight posed an unacceptable risk to yourself and those around you."

"I'm still really sorry for what happened." She responded truthfully. "If there's anything at all that I can do to make up for it, just let me know and I'll be happy to help."

Her host folded his hands with a calm expression as if to dismiss her comment. "Since you were not a student when you committed these acts, I see no reason to punish you."

The yellow-clad mutant looked slightly relieved, but also surprised by his statement. "Will you let me come back?"

To her surprise the bald man looked amused by her statement, although his voice was very stern when he spoke again. "The type of behavior you displayed tonight will not be tolerated should you choose to ignore your better judgment. If you promise never to make such an irrational decision again, the rest of us would be proud to count you among our number."

"You have no idea what this means to me, professor. I promise not to let you down! She clapped her hands around his and politely accepted his handshake. "It's good to be back!"

Charles Xavier looked satisfied with her answer, although he still had one more query. "Before we finalize the agreement, I also wish to know whether or not your parents would agree to this arrangement. As an underage student, we should probably check in on them to make certain that they have no objections."

A dense silence fell over the room as he mentioned this last part, although Jubilee had been expecting this to come up at some point. Her cheerful demeanor vanished almost immediately only to be replaced by a grimace, but she seemed reluctant to voice her displeasure in front of them. This did not go unnoticed by the professor, although she sincerely hoped that he wouldn't read her mind. Despite his cool exterior Logan also sensed her discomfort, although Charles knew that it was best to address the issue.

"It is against my morals to pry, but you appear to be deeply upset. Perhaps we could help if you would care to share whatever burden it is that ails you."

"My parents died in an accident not long after hey took me away from the institute." The girl sitting before him quivered slightly at the thought, her inner sadness manifesting itself for the first time in months. She felt her fingernails digging into her knees as a single tear slid down her face. "There wasn't anyone else to turn to, especially since everyone in my hometown knew I was a mutant."

"Jubilee…" the professor murmured her name with empathy, inclining his head in reverence for her hardships.

Although no more tears came out, the yellow-clad girl subconsciously wiped her face. After some bad experiences in foster care, she had spent several months alone, during which she learned to exert greater control over her mutant powers. She had originally spurned the idea of coming back to the institute, but after spending so much time on the streets, she had come to terms with her condition and resolved to come back to the place where she truly belonged. Despite her newfound resolve, it was an odd mix of emotions.

She had been truly happy earlier at the prospect of coming back to Bayville, but with the happy memories of easier times, also came the pain of loss. Seeing the X-Men again brought the sadness of loss back to the surface, and for the first time in months, she realized how tough the last year had been. Since Magneto had exposed mutants to the public eye, mutants had suffered more than ever before. She found it difficult to believe how much she had changed in such a short period of time.

Wolverine looked at her solemnly, gently resting a hand on her shoulder. "Why didn't you come to us sooner? We could have helped you…"

"At first I didn't believe it would be any better here than it was anywhere else." She replied truthfully. Looking at her decidedly rugged appearance, she shook her head ruefully. "Maybe I just needed some time to think everything through. I was angry at my parents for dying and I hated my friends for deserting me. I felt empty on the inside… Almost like I wasn't the same person anymore."

"Trust me, you didn't do yourself any favors by running from your problems." The feral mutant shook his head disapprovingly.

Although disappointment had been evident in his demeanor, the telepath wore an accepting expression. "None of us have a right to criticize her actions, least of all you." He glanced at his old friend sitting to the right.

Logan groaned with displeasure, although he couldn't work up an argument considering some of things he had done over the years. With a defeated sigh, he reluctantly nodded in agreement. "I guess you're right. Tch… What else is new?"

"Perhaps Jubilee simply needed time to rediscover herself after losing everything that was important in her life." He glanced over at the girl with an almost fatherly expression. "Would I be correct to assume this is why you chose not to return to us until now?"

"I needed the time to myself for that reason, but I began using my mutant powers to help steal clothes and food. After a while I realized that I didn't like the person staring back at me in the mirror because it wasn't the real me… I decided to come back here, because it was the last place I remembered being happy."

Charles Xavier considered her words, silently going over them in his mind several times before coming to a conclusion. He sensed no lie in her voice or dishonesty in her mannerisms, having trained himself to search for such things so that he would rarely be forced to use his telepathy without another person's permission. In addition to the several subjects he specialized in, the professor had dappled in psychological fields. Combined with his experience dealing with even the most mentally disturbed mutants, he was more knowledgeable than most psychiatrists.

In comparison to Jubilee's story, he thought of how an embittered Erik Lensherr had allowed his own hatred to consume him, turning him into Magneto. The violent man's extremist philosophy concerning humans and mutants hardly seemed better than those who he most despised. In an effort to ensure that no on would ever suffer like he had during World War II, the magnetic mutant had become what he hated most, and yet seemed too blinded by his own ambition to fully understand how far he had fallen in the process.

"So Chuck… What do you think?" Wolverine's comment pushed the focus back on their guest, who had chosen not to interrupt.

"I see that you have been through much, but I am ever more impressed that one as young as you managed to discover these things in such a small amount of time when even those much older cannot grasp the concept." The professor sat back in his wheelchair with a contented expression, a shadow of a smile barely visible through his calm exterior. "Bearing this in mind, I don't believe there is any reason to refuse your request."

The yellow-clad mutant stood up, tossing a few tiny sparks into the air in a show of gratitude, the display of happiness earning her an irritated expression from X-23. The feral girl found her rapid change of demeanor confusing, although even she wasn't certain why. Perhaps Jubilee's ability to speak positively despite her hardships wasn't something Laura could fully understand with her range of emotions.

Having been raised by an evil syndicate with the intention to breed out all emotions tended to have disastrous affects on the individuals mind. Logan stepped behind her and placed a hand on the girl's back in an attempt to calm her, having sensed her discontent. A small glance passed between them, but the gesture went unseen by the room's other occupants.

The psychic mutant unfolded his hands, bringing them rest on the arms of his chair. He smiled in response to her good intentions, sweeping the notion aside with a movement of his wrist. "So long as you keep your promise not to cause anymore trouble around the institute, there is no reason to worry about repaying me for this kindness…"

"I can't thank you enough for giving me this chance." Her cheerful demeanor returned immediately.

The professor wheeled behind his desk, catching the attention of his staff members and student. After rummaging through several draws, the wheelchair bound man pulled out a small set of forms and placed the first paper on the surface of his desk. It was a basic contract regarding the purpose of the school and the rights of the students. Jubilee took a quick glance at the paper as the telepath withdrew a small pen from his pocket, tapping the tip against his desk to indicate the small box near the bottom of the page.

"If you will sign here, I can complete the paper work for your immediate enrollment."

"Gee, it's really that simple." she cocked her head to the side to get a better look at the sheet before scribbling her signature in the designated spot.

"Normally there would be more complications, but due to your extenuating circumstances, I have decided to simplify things." The psychic mutant shifted the paperwork to the side of his desk. "I will deal with this tonight so that you may rejoin the student body as soon as possible."

"If there's anything I can do in return, all you need to do is ask me!" Jubilee assured him.

The professor sized her up for a moment before gently shaking his head. "So long as you keep your promise not to cause any more trouble around here, I see no reason to worry."

Meanwhile…

Far away in one of the most bizarre places imaginable, someone else had plans of their own. A large creature situated in the center of the room watched mutants all around the world through the view of several television screens above his head and anywhere else they would fit. The floor itself was carpeted with a large number of wire and cords, each connected to a different device, although to an ordinary person it would have been highly confusing. Overall the chamber was a strange metal room covered in television screens and monitors, very similar to the way people would have imagined the inside of an alien spacecraft.

The figure in the center of the room was large and rotund, situated on top of a metal platform with spider-like robot legs extending from the bottom. Although his upper half somewhat resembled a large obese humanoid life form, his proportions were larger than life and his skin was a sickly yellow color coated in small blotch-like blemishes. The monster's face was big a chubby, his large red eyes and leering grin giving the impression of pure insanity, and several wires appeared to be holding his eyes and mouth open like puppet strings.

A crown of wires covered his head like a toupee made of thin metal tubes, many of which seemed to connect to his body, and his flabby arms were unusually long in comparison to his body, ending in clawed elongated digits. In addition to the robotic legs supporting his lower half, a large tail-like appendage shot out from the back of the machine, running up his back and curling above his head like a scorpion tail, ending in a sharp robotic claw.

"After all this time, I've finally found the perfect subjects!" the creature boasted in his loud, boisterous tone, his eyes rolling several times in excitement.

The monstrous being made a serious of loud slurping sounds as he reached into a large bowl sitting on the ground, shoving a large handful of worm-like creatures into his mouth. Without a second thought, he swallowed them whole, letting out a satisfied belch as the still living creatures wiggled their way down his throat. A large stream of drool ran down his face, but he remedied the situation wiping his hand against his gigantic stomach.

As he admired his handiwork, the doors opened behind him to reveal a shapely human woman wearing a form-fitting blue outfit. She had an almost zombie-like quality to her eyes, although the rest of her face still displayed a fall range of emotions. A strange samurai-like helmet adorned her head, covering a mane of long white hair which hung from the sides. She also wore a belt and white boots, but the most striking quality was her arms. While the first two appeared to be normal human limbs, she had four extra arms, each with a metallic look to them that made her look like a cyborg.

"Master Mojo, per your orders we have placed the station into orbit around the Earth." She explained methodically.

The monstrous being cackled like a psychopath, his robotic lower half adjusting so that he could see her. "Well done Spiral… I'm almost finished searching for the perfect humans to feature in he newest episode of Mojovision!"

His six-armed assistant nodded respectfully. "You seem to have taken a peculiar interest in these mutants. Is there any particular reason why?"

"I've been watching footage of these creatures for weeks now. Mutants are the perfect subjects to feature in this month's special, because their powers make everything so unpredictable!" Mojo screamed wildly, giving his overly large stomach a jovial slap. "Yes siree… It's my job to give the people what they want! And these humans are bound to make the ratings go up, up, up!"

Spiral held up a small metallic object. "If you desire these mutants to fight for the entertainment of the populace, then I have recently procured something that may interest you."

"Lemme see! Lemme see!" the hideous creature rubbed his hand together like a child that had been promised sweets. He floated over to her atop his platform, snatching up the information drive and placing in into one of his many machines. "And here we go!"

The television monitors began playing footage of several people he had never seen before, all of which were engaged in some kind of battle. The first showed several younger mutants trying to fight off a giant robot, while another showcased footage of a similar team fighting to attack pyramid-shaped structures all around the world. Mojo grew quiet as he spent several minutes observing each clip, his mouth agape with joy and ecstasy as the mutants used their powers in intense combat situations.

"Genius! Brilliant! Bravisimo!" the spineless creature exclaimed, shooting his arms into the air and waving them like an excited child. "These mutants are just what we need to satisfy the public. They can perform like champions, they can take a hit, they keep on coming, and they know how to fight."

"On Earth, I believe they're known as the X-Men." His assistant added helpfully.

Her master scratched his flabby chin with a sharp-clawed index finger. "Hmmm… These X-Men are the perfect mutants for the games. Now all we gotta do is get 'em here, and then the network's popularity's gonna skyrocket to unseen levels!" he looked up as if staring at the star. "Yes, I can see it now! Mojovision, the most popular form of entertainment in the known universe!"

The grotesque monster began pushing buttons on a random device, projecting a large three-dimensional hologram of the Earth. His partner watched carefully as her master punched in the names of their targets, having obtained them from the news feed they had stolen from around the world. Several minutes passed as he completed the list of names, using his advanced alien technology to simultaneously hack every mainstream database in search of the information he desired. In a matter of seconds, an image of the desired locations appeared on the monitors lining the room.

"And viola! It looks like I found 'em!" Mojo spread his arms out in celebration before gesturing to his helper. "Now all you have to do is go down there and bring those nasty little money-makers to me!"

"If that is what you wish…" Spiral answered robotically, her eyes flashing dangerously. "Am I allowed to use any force necessary to claim them, should the targets not comply?"

"Sure, whatever! It's better if you keep them in one piece, but I'll accept damaged goods so long as they can still fight." Her master cackled deeply, his eerie smile growing larger. "All right, enough wasting time with stupid questions! Just get down there and make sure you bring some good ones back. Personally I liked the intangible girl and the fuzzy blue guy, but remember to throw in some surprises to keep things fresh!"

The woman nodded once before exiting her master's room, leaving him alone with his thoughts once again. The blob-like creature quickly dove back into his work observing the footage of the mutants, thinking of ways he could exploit their powers to make fights more interesting. He hoped they would cooperate, or else he would have to use the mind-control devices, which he knew were less than reliable due to past experiences.

Of course sometimes if a subject refused to participate, he would have no choice. Mojo twiddled his fingers in anticipation as he planned the terrain and traps to use in the upcoming show. Such things could make even the most boring performance more interesting, although he had high hopes that the human wouldn't need to rely on these gimmicks so much. The fail safes he always added were helpful.

He cracked his knuckles with an insane leer. "In these games… No one's gonna survive!"

Note to Readers: This took a while to write, and it was hard due to lack of motivation on my part. As usual I'm sorry for any typos or spelling and grammar mistakes, but it's late when I write this story most of the time. My program is also acting a little funny, so that might have affected the quality more so than usual. Hope you guys enjoyed this chapter despite the fact that I didn't think it was my best work. Still, there's some potentially important story elements in this chapter.

As for some side notes, I added Jubilee back into the X-Men because she left during X-Men: Evolution. I did change her appearance more to the character seen in the comics, and tried to give here some depth because she was largely ignored in X-Men: Evolution despite having played a bigger role in the comics and other cartoon adaptations. I also realized that the serious tone of the story was getting stale for me, so adding a zany villain like Mojo makes room for some completely crazy material. Plus it's good to see an X-Men villain other than Magneto playing a role in the story.

Please REVIEW… If there was a part you particularly liked or you have a suggestion for the story, I would really like to hear it. I'm open to any and all contributions.


	31. Chapter 31

**Chapter 31: Mojovision!**

Disclaimer: I do not own any Marvel characters or logos.

Without warning, Scott bolted into the room, closely followed by his girlfriend. Both mutants were red in the face and looked as if they had just run a marathon before their arrival. The male mutant's shirt was torn in several places and his jeans heavily wrinkled and stained with sweat. Jean Grey was in a similar rugged state, her normally neat hair tangled and messy. Needless to say they appeared to be very tired from the day's festivities.

The professor leaned forward with an apprehensive expression, his hands folded nearly on his desk. "Have you discovered any signs of Ororo, Laura, or any of the missing students?"

The couple exchanged glances, Cyclops shaking his head solemnly as they approached their superior's desk. "Logan and Beast are still out searching the grounds, but so far they haven't turned up anything more than we did."

"Did you check the Danger Room?" the headmaster questioned with a frown.

Jean frowned. "I know it sounds weird, but Wolverine says that he found some unfamiliar scents in the forest around the spots where every else just disappeared. We did find several burn marks on the trees and a handful of uprooted plants and torn branches, so we think like there was some kind of fight that broke out in the woods."

"Logan doesn't recognize any of the scents he's discovered so far." Cyclops added in quickly.

Professor Xavier closed his eyes and inhaled deeply. "If that is the case, it would appear Magneto and the rest of our known enemies have nothing to do with this abduction."

"Laura warned us that HYDRA might eventually come looking or her. Maybe they were behind these disappearances." The female psychic glanced at their teacher and then her boyfriend, although the latter seemed just as clueless about this particular matter as she was.

"I find that to be doubtful…" the bald telepath looked up to see that they were both confused and decided to elaborate on his prior knowledge. "According to some information that Logan received from Nick Fury after the recent events in New York, it would appear that HYDRA has moved the bulk of their operations outside of the United States for currently unknown reasons."

Cyclops looked even more stumped by this new puzzled than before. "So then who could it be?"

"Don't be so naïve about this, Scott." His girlfriend exhaled with dismal expression. "There are loads of people out there who hate mutants, and by now pretty much everyone in the country knows what this institute was built for. For all we know, the culprit could have been someone who had a grudge against mutants."

Professor Xavier shook his head despondently. "It is more likely that whoever kidnapped the others possessed the means to fight against super powered individuals, which means that our adversary is far more dangerous than an ordinary group of anti-mutant protesters."

"Not to mention that Laura was with them when this happened." Scott added with a twinge of worry in his voice. "She has all of Logan's powers and was purposely trained to be a super assassin. You guys remember that night she snuck in her and knocked us all out. Anyone who could abduct her without leaving behind a few body parts has to be as dangerous as they come."

"That is not entirely an understatement." Charles replied with the tiniest of nods.

The door creaked loudly as Wolverine entered the room. "You got that right…" he stepped over to the others and sat down on a wooden chair sitting in front of their leader's desk.

Their group fell silent for a moment as they waited for him to say something, but the animalistic mutant was still thinking about the incident. Although he worked to hide it, the disappearance of so many people had him worried on the inside. He always had a soft spot for several of his fellow mutants, although despite having known her the shortest amount of time, he was especially bothered by Laura's disappearance.

It wasn't just because she shared his genetics, but also because he felt responsible for her well being. Wolverine was hardly a parent, although he still felt guilty at having promised her a better life only for this to happen to her. The child had been through so much suffering that it seemed almost cruel, although at the same time he understood who and what she was. With her skills he also knew that X-23 was the most likely to survive whatever was happening to them.

The quiet faded as the professor cleared his throat. "It's good to see you have returned. Have you and Beast finished investigating the school grounds for evidence?"

"All the other students that were training were called back to the mansion and sent to their rooms for their own safety." Although no one passed any comments, they could see that Wolverine was much grumpier than usual. "Even though I couldn't track down Storm or the missing kids on the actual grounds, Hank suggested that we start looking in other places."

Jean considered this for a second before glanced over at her teacher expectantly. "That might not be such a bad idea. What do you think we should do, professor?"

The old telepath nodded. "Since we have no other option right now, I believe that this would be the best course of action for us to take." He paused for a moment before addressing the next issue to Logan. "Speaking of which, where is Beast now?"

Wolverine scratched the back of his head. "Hank told me to run back here and pitch the idea, although he said he'd make a few more rounds before coming back to the mansion. He seemed bluer than usual, since he couldn't leave the institute to actually search for himself."

The others were well aware of Beast's insecurities about his physical appearance, although it was more in line wit the fact that he could not walk around in public without causing panic and unrest among the human population. Although each of the mutants knew this, they chose not to push the subject any farther. Growing tired of sitting around waiting, Logan rose from his seat.

"Would I be correct to guess that plan to attend to this matter personally?" their leader asked.

"No use in sitting around." Logan zipped the front of his jacket and headed over to the door.

Charles Xavier raised an eyebrow at his old friend. "So, what exactly do you have in mind?"

"I'm just gonna ride around town on my motorcycle for a while and see if I can catch a whiff of anything that might help us figure out what's going on. Who the Hell knows? Maybe the freak that kidnapped everyone was somewhere in town today."

"Maybe we should come with you." Cyclops shifted around and began to stand up.

"I'll be faster on my own." Logan replied dismissively. The feral mutant noted their sour expressions. "You guys gotta stick around in case whoever nabbed Kitty and Nightcrawler shows up again. With Storm missing in action, me searching the town, and Hank playing in the woods, someone should be here to protect the school."

Scott prepared to say something else, but was pulled back into a sitting position by his girlfriend. They realized that he had brought up a good point, and neither could find a reason to argue.

"That might be for the best, considering that we have no idea what exactly is going on as of this moment." The professor added his agreement, effectively setting it in stone. Sitting back in his seat, he relaxed his shoulders, attempting to find a source of comfort in knowing that they were doing everything they could. "Good luck, Logan."

"Yeah…" the feral mutant shrugged off the comment and stepped through the door. "All right! I'll be gone for a while, so call if you guys get any useful leads."

"We'll make it a top priority." Professor Xavier replied courteously as they watched the doors to the office slam shut behind him.

Meanwhile…

X-23 woke up with an irritated groan, gently shaking her head to clear away the sluggishness that came with her current state. Due to her mutant powers, the Weapon X clone remained on high alert all of the time and was completely unfamiliar with these lethargic feelings that had suddenly taken a hold of her. It took almost a minute to finally come to her senses, but once she had, the situation only made her tense up.

She was sitting alone in an empty room along with several other people, all of who were unconscious except for her. The walls of their prison were comprised entirely of a strange metal with an unfamiliar scent, but to make matters worse there seemed to be no door leading in or out of the room. Upon closer inspection, she recognized her cellmates as mutants from the Xavier institute and silently began to wonder how they had all ended up in such a place.

Sitting along the wall were the unconscious forms of Nightcrawler, Shadowcat, Storm, Iceman, and that Jubilee girl she had met earlier that night. X-23 sniffed the air, quickly discerning that they were all alive. She hadn't really established a deep bond with any of her new teammates, but seeing them like this made he blood boil as the events of that night came flooding back to her. They had been attacked out of nowhere, although the other events were still blurry.

"Argh!" she cried out savagely, shooting out her claws and planting them into the nearest wall.

At first it looked as though she had punctured the metal, but after a moment the walls resonated with an electrical shock, sending her flying across the room with a high-pitched scream. Her body gave off the smell of burning flesh, but thanks to her rejuvenation powers there was no sign that she had been injured by the feedback. It was clear that the room was made to keep them from escaping no matter what the case.

Rushing over to Kitty Pryde's limp form, the Weapon X clone gave her a series of violent shakes, causing the intangible girl to moan softly. "Wh-What happened… I feel like someone dropped a car on me."

"Get up!" X-23 ordered with a stern glare, her words not leaving any room for argument.

The other girl blinked a few times before realizing that she was lying on a cold metal floor, her focus slowly settling on the feral girl standing in front of her. Kitty wasn't overly familiar with Wolverine's reclusive female copy, but seeing a familiar face did give her someone to talk to. Before she could even voice her own input, the Weapon X clone seized her by the back of her shirt and rough yanked her into a standing position.

"Major overkill… Was that really necessary?" Shadowcat groaned, her eyes widening in shock as she observed the strange metallic walls and the windowless room. "What's going on? Where are we? Where are the others?" she blurted out frantically.

"Just look around you!" the feral mutant made an impatient gesture towards their companions lying passed out on the floor.

Kitty Pryde let out a scream of shock as her eyes adjusted to the dingy light and she finally caught sight of her teammates. They remained unmoving with Nightcrawler face down on the floor, Jubilee laying across Storm's lap, and Bobby was lying flat on his back in the corner. Kitty immediately ran over to her friends, pushing Kurt into a sitting position, nudging the others in an attempt to wake them up.

After a moment Kurt opened his unnaturally yellow eyes, looking just as surprised as the two girls were just minutes ago. "Someone care to explain what's going on to me?" he asked Kitty.

To his surprise, it was X-23 who answered. "We will assess the situation later."

The blue-skinned teleporter gasped as he realized what was going on and quick helped Kitty. Seeing that the others were trying so hard, X-23 joined her attempts to wake their teammates, although she was much less gentle. As they continued to inspect the bodies of their teammates, Wolverine's clone placed a hand over Iceman's chest, feeling the steady rise an fall for a moment. Once she was certain he was only asleep, the animalistic girl punched him lightly in the stomach.

"I'm up! What time is it!" Bobby bolted into an upright position with a bewildered expression.

A groan from his left caused the two girls to look over in surprise as Storm opened her eyes. The weather witch's long white hair was tangled and messy, giving her an uncharacteristically dirty appearance that was a stark contrast to her usual composure. X-23 poked Jubilee's body with the toe of her shoe, eliciting a painful wince from the Chinese American. Seeing that both of their remaining teammates were awake, Kitty took her hand and helped her to her feet.

"I think that's all of us." Shadowcat glanced around, the weight of their current situation suddenly returning. "Looks like someone's trying to keep us trapped in this place, although I can't say I know where here is exactly."

Storm stood up with some difficulty, quickly focusing the group's attention onto herself. Being a teacher as the Xavier Institute, it was her responsibility to take charge of the students at times like this. "I remember that we were attacked by a group of odd assailants while participating in an exercise in the woods on the school grounds. Does anyone know anything else?"

Kurt exchanged a glance with the others and shrugged. "Not sure, really… All I remember was some creepy woman with metal arms jumping out at me, then I woke up here."

"Maybe the new girl would care to explain what she knows about this." Bobby pointed at X-23 accusingly, a realization coming to him. "Didn't Wolverine say that that his clone was being chased by some crazy syndicate in New York? I'll bet it was them that attacked us!"

"I guess that makes some sense." Kitty replied with a shrug before turning to face the feral mutant. "You know them better than us. Do you think it was those people?"

Laura looked slightly bitter at being referred to as a clone by Iceman, although she didn't let it bother her for long before answering the other girl's question. "HYDRA would have simply killed the rest of you and claimed me if they really wanted to."

"I suppose that's true as well." Storm agreed with a puzzled expression. "Still, there is no solid evidence either way, therefore we cannot rule out the possibility."

X-23 sniffed the air again and shook her head. "I was created, born, and raised in several of the organization's bases. I have also been on several missions over the years that took me all around the world, yet these metal walls do not smell like anything else I've ever encountered before."

Jubilee dusted off her yellow coat and sighed. "That doesn't sound good! My first day back at the institute, and we've already been beaten up and captured. I guess expecting things to settle down around here was too much?"

"If one thing is certain, it is that whoever captured us is no friend of mutants!" the oldest member of their group deduced calmly, gently running a finger through her long ivory locks. "We must find a way to escape and contact Professor Xavier."

"I've got that taken care of!" Iceman boasted loudly, causing the others to look up in surprise.

Without a second thought, Bobby turned his body to ice and began firing off blasts of ice at the surrounding walls in an attempt to freeze the alloy into a more brittle density so that they could smash through it with ease. After a minute or so of focusing his beam into the far wall of the prison, the others realized that all he was doing was making his teammates uncomfortably cold. Not only was the ice not building up, but the wall remained completely untouched by his assault.

"Hmmm…" Bobby stroked his chin. "I figured there might've been a scratch at least."

"Maybe I can phase us all through the wall with my powers?" Shadowcat began hesitantly.

"Don't bother with that. I already tried my claws, but there appears to be some kind of protective force field covering these walls. I survived due to my regenerative abilities, but making any direct contact would only result in your own death." X-23 explained to the others.

Kitty turned to her blue-faced friend. "Hey Kurt, maybe you can teleport us out of here?"

"It's not a good idea if I can't see where I'm going." Nightcrawler shook his head regretfully. "If I can't see where I'm going or haven't been there before, we could end up inside of the wall or accidentally land into an even worse situation."

Jubilee rolled up the sleeves of her jacket with a grin. "All right guys, let me have a shot at it!"

Their teacher was about to suggest using her own powers first, but due the size of the prison cell and the close quarters she understood just how dangerous it would be. After a moment of careful consideration, she nodded her approval. "Very well, but be careful."

The yellow-clad mutant cracked his knuckles and pushed the pink visor on her forehead so that it covered her eyes, before casually moving into the proper position. Once everyone was out of her way, Jubilee held out her hands in the direction of the opposite wall, causing several multi-colored sparks and balls of energy to shoot from her fingertips.

The resulting series of explosions showered the room in brilliant flashes of light and color, but her powers seemed no more effective than Bobby's had been only moments ago. "Well that was a bust…" she lowered her hands and sighed.

"Don't let it get you down, it was still a good try." Kitty patted her shoulder and smiled encouragingly.

Bobby groaned. "Excuse me for being a downer, but that's not really helping anyone."

The blue-skinned teleporter shot a finger over his shoulder at the younger student. "For once I agree with ice-boy." He looked around at the others and shrugged. "Anyone got any ideas, or do we just wait here until whoever kidnapped us comes back."

Jubilee shivered to herself. "For all we know that could be watching us right now."

"Enough of this banter!" X-23 cut in, her gaze hardening in annoyance. "We have to get out of here, and I fail to see how dwelling on the situation will help us."

Storm closed her eyes for a moment or two as if praying for patience before speaking out to her students. "Since it seems we cannot escape this prison, perhaps it would do us well to assess the situation as it is." She stated, earning a murmur of agreement from the others. "To begin with, did anyone see the assailants that captured us in the forest?"

The mutants shifted uneasily as they strained to remember their last memories before waking up in this prison, although from their uneasy expression it didn't seem like they were getting much from it. It had happened so quickly that they were unable to react the enemy's presence. Had it been a fair fight they may have been able to combat the enemy, but as it was they were all caught completely off-guard.

"Whoever it was somehow managed to evade my senses." The Weapon X clone spoke up.

"Good job pointing our the obvious." Bobby replied in a sarcastic tone. "I don't remember seeing anyone either, but repeating it doesn't really help us out of this jam."

Storm sighed at his brashness and stepped between them. "She has all of Wolverine's powers and was trained to use them to the fullest extent possible, meaning that anyone capable of sneaking up on her would have to be incredibly skilled and most decidedly dangerous."

X-23 let out a feral scowl before composing herself. "That's exactly what I was trying to say."

"I heard from Scott and Jean that Magneto did some recruiting and has some new followers. Maybe we were attacked by them." Kitty suggested with a puzzled look.

Kurt raised a three-fingered hand in the air to get the attention of his teammates. "I saw something before waking up here. A strange woman with too many arms jumped from the bushes, although I don't remember much after that."

Iceman folded his arms with a confused look. "Sounds kind of messed up, though I don't see how knowing this helps us right now. Do you remember anything else about his lady?"

"She just didn't even give me a chance to react before launching that sneak attack." The blue skinned mutant looked deeply disconcerted by how easily he had been taken out. "Next thing I knew there was a sharp pain in my side and then everything went dark."

"The same thing happened to me!" Jubilee interjected quickly.

"And me!" Kitty added with an equally confused expression.

Their teacher wracked her mind for any relevant information before coming to her conclusion. "Now that you mention it, I also remember feeling a very similar sensation before we awoke. Although it is clear that they wanted to capture us, it seems strange that this enemy wouldn't have brought the others here as well."

Bobby cocked an eyebrow confusedly. "Just what do you mean by that? Are you trying to say that we aren't good enough to be captured by these creeps?"

"I think she means that it was only those of us who were training in the woods that were kidnapped." Shadowcat glanced around at the group again and nodded to affirm it. "I don't see anyone who was skipping class or hanging out inside the mansion, so whoever grabbed us probably wasn't picky."

Kurt let out a low groan. "Since we were in the woods, it sounds like they snatched whoever was easiest to ambush. That doesn't sound like something Magneto would normally do."

"It isn't…" Storm replied with a sharp expression. "Since Scott, Jean, and Logan have not been captured along with us, I also doubt this has anything to do with the enemies they made on that mission in New York. Whoever came after us was probably aiming to collect mutants, although for what reason remains to be seen."

A loud metallic clang shook the entire room. "What's going on?" Kitty glanced around wildly at the others, pressing her hands against the wall in an attempt to brace herself.

"The entire room feels like it's moving!" Jubilee lost her footing and tripped and fell backwards, only to be land on top of Bobby. "Get off me!"

"Careful where you step." The icy mutant shot back playfully. He gently helped the Chinese American mutant back to her feet as they glanced around in the darkness.

It only took a few seconds or the movement to stop, but the mutants still remained shaken by the sudden motion. After several seconds of waiting for something else to happen, Kitty Pryde swallowed the lump that had begun to form in her throat and let out an exhausted sigh causing Storm to copy her gesture. X-23 seemed tense as usual, although she had long grown used to adapting to unforeseen difficulties and was probably the least panicked of the group.

Iceman coughed twice as he felt the air being pressed out of his lungs. "Hey… Jubilee! Can't… … breathe!"

"Oops… Sorry about that!" She opened her eyes and realized that she still had her arms wrapped around Bobby before shoving him away with a look of disgust. "Yuck! Care to explain to me how long it's been since you took a shower?"

"This coming from the girl who spent half a year sleeping on park benches and stealing food to stay alive." He jabbed her in the shoulder with his index finger before smiling. "Besides, you must've enjoyed it seeing how hard you held onto me."

Jubilee folded her arms and turned away from her classmate to hide a small blush that had begun to form in her cheeks. "That was just the drama of the moment. Don't get used to it, Bobby!"

Before either of them could resume the argument, the walls around them fell away to reveal that they were standing in the middle or some type of arena. Shadowcat screamed, causing Kurt to jump as the group took in their new surroundings. Storm's eyes widened in shock, although even the weather witch was too stunned by this sudden development to place her feelings into words. Bobby, Jubilee, and Laura looked around anxiously, realizing that this new place was unlike anything they had ever seen before.

This strange arena was completely constructed out of metallic chrome, the bright lights lining the walls coming from a series of gigantic orbs that somehow hovered in the air without any support. The central part of the stadium like structure where the X-Men were standing looked as though it was encased in a giant bubble of some kind, most likely made to prevent their escape, and several large monitors also covered the walls of the structure.

"Where are we?" Kitty took a step back in fear, only to bump into something fuzzy.

Nightcrawler felt her hand touch his shoulder. "I don't know, why don't we ask them!" he pointed a three-fingered hand at the surrounding crowd presiding over them from the bleachers.

The sound of thunderous applause coming from the stands made the mutants realize that they were not alone, but instead of people, the seats were occupied by thousands of creatures varying in size, color, and form. Some looked like blobs, and others were unspeakably disfigured, but if one thing was true, these gruesome spectators were without a doubt some of the ugliest creatures that any of them had ever laid eyes upon. This was even true by the standards of mutants.

Iceman stuck out his tongue and cringed with a look of disgust, discreetly moving a little closer to his teammates. "What kind of place do you suppose this is?"

"Don't know, but we probably don't wanna find out!" Kitty replied with a note of anxiety.

Before the group could deliberate, several of the monitors flashed on, revealing what may have been the most hideous face any of them had ever seen. His flabby face, dull sickly yellow skin, bulbous red eyes, and leering grin made them sick to their stomachs, but even more apparent were a series of metallic wires that around his eyes and mouth.

When the being spoke, his voice was loud and boisterous and seemed to come from everywhere at once. "Humans of Earth please do not be alarmed! Unless you find it surprising that you are about to become the stars of my newest show. Then in that case, be very alarmed!"

"Ewwwww, yuck!" Shadowcat placed her hands in front of her mouth.

Nightcrawler's yellow eyes widened in terror. "What in the world is that thing supposed to be?"

"Ugly, that's what it is." Jubilee concurred with a pronounced look of disgust.

The being on the screen above their heads shifted around suddenly as if he had heard their complaints, the camera zooming away a little bit to reveal his obese gut and flabby arms. Folding his arms in amusement, the nasty creature looked insulted for a moment before breaking out into a laughter that echoed throughout the entire arena, his infectiously disgusting chortle causing his audience to do the same. X-23's let out a series of feral growls as if she would have liked nothing more than to rip them all to shreds with her claws.

Suppressing this primal feeling, the young assassin stomped forward and spoke directly to their captor. "Would you care to explain why you brought us up here?"

"Hello, anybody home!" The creature on the monitor tapped the screen with his fist as if he were looking at them through a window. "Like I said before, you and your simple-minded friends have been brought here to be the stars of my newest form of entertainment to the masses!"

As he said this a chorus of cheers erupted from the audience, prompting Storm to step forward with an indignant expression. Gently nudging Wolverine's clone aside, the weather witch glared up at the hideous figure. "You mean to say that your cohorts attacked my students and dragged us here for the sole purpose of becoming your personal entertainment."

"Apparently they can be taught!" their unwanted host screamed sarcastically, his hands rubbing together in a vindictive manner. "I've been watching Earth for quite some time, and you mutants are precisely what I need to boost my entertainment ratings eleven billion fold! On this exciting installment, your superpowers will be put to the test as you fight for your lives in a never-ending, super fantastic, no-one survives, battle royale!"

Iceman clenched his fists and grit his teeth. "You've got no idea who you're messing with, pal!"

Kurt suddenly looked less frightened and more infuriated. "Just who do you think you are doing this to us? Last time I checked we've never even met you before!"

"So, it would seem that some introductions are in order. I am the being known as Mojo! And this… is… Mojovision! The most popular form of entertainment in the entire Mojoverse, thank you very much." He added this last detail in with a note of pride.

Storm stepped forward challengingly. "So you expect us all to attack each other without any rhyme or reason just for your own sick pleasure? What kind of creature are you?"

"You make it sound so selfish… I'm only giving the people what they want. Am I right folks?"

The viewers in the stands cheered loudly, their enthusiastic cries deafening to the X-Men. Mojo reveled in the joy of his fans, and seemed satisfied with their response. Reaching off screen, the gelatinous monster took a handful of worm-like creatures in his fist before shoving the squirming prey into his large mouth. The juices from their slimy dead bodies began dripping down his face, forcing Kitty and Jubilee to wretch and look away from the disgusting display.

"You are mad!" Storm called out to the enemy before addressing the crowd. "Please, there has to be something else you can do for entertainment than force innocent people to harm each other."

Her cries were immediately met with a series of loud boos from the audience. "I don't think your helping the situation." Jubilee replied as the audience began tossing food at them. If it weren't for the barrier, they would have been showered in garbage.

"In any case…" their host straightened up before screaming out. "Let the carnage begin!"

"Get real! You can't make us fight each other!" Iceman screamed at the man on the monitor before turning to the others. "What do you guys say we blast our way out of this dump!"

Bobby and Jubilee raised their arms and fired off an interesting combination of colored energy and ice, but her attacks did not damage to the surrounding barrier. Storm joined her students on the front lines and shot a stream of lightning from her hands in a valiant effort to escape, but their flurry of attacks proved just as futile as they had on the prison walls only minutes ago. Their escape attempts only served to entertain the audience, whose cheering had grown even louder.

"It looks like all we're going is giving those creepazoids some free entertainment." The yellow-clad Chinese American folded her arms and glanced sideways at her teammates. "Anyone got any other bright ideas?"

Kitty Pryde clenched her fists and stepped forward bravely. "Maybe I can give it a try."

"Are you freaking nuts? That force field would probably roast you alive if you tried phasing through it!" Bobby interjected with an uneasy expression.

Their teacher acknowledged this statement with a stiff nod, her ivory hair shifting as she turned to face the others. "What about you, Kurt? Perhaps you can teleport through the force field and emerge on the other side."

"I've been trying to do just that for the last minute or two, but it feels like that strange energy dome somehow has the ability to interfere with my powers! Bottom line, this freak doesn't want us going anywhere."

Mojo's maniacal laughter filled their ears, his face now taking up the entire monitor. "Oh, so you were trying to escape." He began sarcastically, the camera zooming out to reveal the upper half of his body. "I'm sorry, but your attempts were so comical that most of us figured you were simply trying to put on a show for the crowd… You know? So our studio audience and the folks at home could get a better look at those crazy superpowers!"

Storm glared at the monitor again. "How many times must I tell you? No matter what you do, we will not fight for your entertainment! Now let us out of here, or suffer the consequences!" Although she wasn't entirely sure what they could do, she kept a brave front for her students and refused to back down.

Their captor knew this as well and obnoxiously laughed off her threat. After taking a moment to compose himself, the madman leaned forward so that his face filled the screen again. "Very well, my disagreeable little subjects! It's a shame you don't want to cooperate, but since you seem so adamant about killing the ratings, it appears I have no choice but to force the issue!"

"Why don't you come down here and say that!" Bobby shook his fist challengingly.

"Spiral… Begin the games!" Mojo called off screen to someone that they could see due to the camera's angle. "And as for you!" The evil entertainer bore down on the X-Men with an insane smile, his giant red eyes bulging with excitement. "It's a pity you won't be around for much longer, but at least we'll get a chuckle or two!"

Jubilee quivered slightly at the thought although after a moment her gaze hardened. "Hey lard bucket! Care to tell us what you have in mind?"

"Yeah, what's going on now?" Kurt screamed with a frightened expression.

Rather than answer them, Mojo waved his hands around mockingly. "Make certain to put on a good show for the folks! I wish you all luck, and bid you adieu!" With this said, the monitor above their heads flashed, his image twisting around before disappearing from the screen seconds later.

The scene fell silent as the X-Men stood in the center of the arena, none of them daring to speak as if they were afraid their words would provoke some terrible event. X-23 snarled like a predator ready to pounce as the other heroes drew slightly closer together in anticipation of what could happen next. Laura on the other hand had been taught that groups of people standing close together were easier to kill, and chose to stand her ground as the others moved in.

Before any of them could defend themselves, the mutants felt themselves being swallowed up by a strange light that quickly engulfed their bodies. The blinding flash rendered them immobile for a brief moment, but by the time they were able to see again, the group noticed something was horribly wrong. Storm glanced at her hand and saw it fading away into the light, her students screaming in fright when they realized that the same thing was happening to them as well, and in a matter of moments, they had vanished from the arena.

Up in the control room, Mojo placed a hand to his head as if he were listening to the amazement and awe coming from the audience. "Simply brilliant!" he cried out, throwing his flabby arms into the air in a grandiose gesture. "It won't be very long before Mojovision becomes the most popular form of entertainment in all of existence!"

"Per your orders, the humans have been separated and transported to the predetermined locations." The multi-armed woman bowed her head respectfully in his direction, purposely ignoring her master's over-the-top and unnecessary commentary.

"Let the festivities commence." A malicious glee emanated from villain as he spoke. "Since those goody goodies refused to fight each other, let's see how they deal with the others…"

Meanwhile…

The president of Pow-R8 Company had been aimlessly walking the halls of his factory for several hours, looking unusually anxious despite the fact that the building in question belonged to him. For the last week or so, he had been hosting several guests in his establishment. They were much less than model citizens, but due to the circumstances he had been given little choice in the matter and had affectively become a prisoner in his own business place.

At the same time, he couldn't really complain much about the arrangements. In an attempt to make some extra profits, the drink had been secretly marketed as an anti-mutant formula in the underground, meaning that any potential business partners he made through this new connection were bound to be a little less than reputable. The Pow-R8 owner was pleased to discover that a famous philanthropist from Manhattan had agreed to pay big money for his recipe, only to find out that the wealthy businessman was much more than he appeared on the surface.

Finally tired to wandering the halls like a custodian, the chairman paused outside of the door leading to the company's research and development wing. He hesitated for a moment before turning the doorknob, stepping into a church-sized room moments later. While the room had originally been made to mix and test new batches of his company's beverages, his guests had made several changes to the equipment.

The large vats and cylindrical tanks used for mass production were still present, but now they were filled with a slimy green substance that he assumed was not edible. The walls were covered with a series of complicated monitors and computer terminals, and the tables were covered with beakers and flasks containing several different chemicals, many of which were supposedly too dangerous to touch with human hands. After rounding a large tank of another mysterious fluid, the Pow-R8 Company president caught sight of a familiar figure wearing a blue suit.

Although the man had his back turned to him, he could still see that half of the man's face and one of his hands were deformed. "Doctor… May I speak to you for a moment?"

"If you must…" Herbert Landon replied with a note of irritation. He placed the beaker back onto the table and returned a test tube of green liquid to the rack. "This had better be important, as I was just in the middle of a scientific breakthrough."

Despite the other man's horribly disfigured face, the executive did not back down. "I was just wondering how long _he_ intends to use my facilities. I know that the Herbert Foundation forged a partnership with Pow-R8, but due to recent circumstances, there are certain risks that come with your company's continued affiliation."

The mad scientist sneered at his unwilling host. "You would have to take this particular matter up with my superior, although something tells me that he will not be happy to learn that you are dissatisfied with the arrangements."

"Now, see here! This is still my factory, and I cannot allow myself to be seen with common criminals no matter what the case is. Furthermore, I…"

"Care to repeat that last part." A third, much deeper voice emanated throughout the room.

The Pow-R8 Company's owner almost jumped out of his skin as he heard this, not even daring to turn around as a series of heavy footsteps approached. The door behind him opened seconds later to reveal the imposing form of Wilson Fisk. Despite having lost most of his assets after his operations were crippled in Manhattan, the crime lord still looked as large and impressive as ever with his trademark white suit, jewel-topped walking stick, and expensive Italian shoes.

"Good evening, Mr. Fisk." the executive acknowledged his second guest with a note of fear.

Kingpin placed a hand on the smaller man's shoulder and spun him around so that they were facing each other. Although he looked irritated, he spoke calmly. "I couldn't help but overhear your complaints about our current business ventures. Perhaps you would you care to explain these grievances to me like a man instead of whispering behind my back like a piece of vermin."

"I suggest you both take it somewhere else and leave me to my work." Landon added hastily.

"Please, follow me." The crime lord motioned towards the door he had just emerged from.

Wilson Fisk led his benefactor into the room that had been set aside as his personal study for the duration of their stay in the facility. It was a reasonably large room, although empty for the most part save for filing cabinet, a series of mysterious wooden crates, and some furniture. The two men each took a spot on the opposite side of the table with the larger man pouring them both glasses of champagne as he sat down. The Pow-R8 president hesitated for a moment before taking a sip, earning an amused smile from his guest.

"Oh come now, there is no reason to be so distrustful of me." The Kingpin took a sip of his own glass as proof before letting out a deep mirthless chuckle. "You're no good to me dead, as I still require you to act as the public face for this company. Had I ever placed a contract on your life, it would have been all too easy."

The other man took a sip of his drink before setting down the glass. "As I was saying before, Fisk Enterprises may have bought out my company, but the police confiscated your assets before our deal could go through. Allowing you to muscle your way into my business was a mistake."

"Anyone who agrees to serve the Kingpin in any capacity must do so with the knowledge that the contract can never be broken. You work for me now, and you must never forget it."

"Just harboring your men could cost me everything if the authorities grow suspicious. Since the incident in New York, the government has been routinely inspecting every company that was affiliated with yours." The Pow-R8 chairman replied, his composure slipping slightly. "Per our agreement, you were given the anti-mutant formula."

"On paper perhaps, but during our initial transactions, it was made abundantly clear that your factory would be the main means of production once Doctor Landon had perfected the formula."

His unwilling affiliate bolted upright, his hands shaking slightly. "This was before your criminal empire was revealed to the world. Understand that I can no longer take the risk that comes with such a dangerous partnership. I would be ruined if the government discovered that Pow-R8 was housing your team!"

The Kingpin tightened his grip on his wine glass, causing it to shatter, although he fought to keep his tone as neutral as possible. "When I first proposed such a generous deal for this company, you accepted it knowing all of the consequences. It is simply a matter of business, and you understand where we stand in this regard."

"And what if I choose to tell the police about this?" the smaller man leaned forward nervously as if daring his enemy to play his hand.

Being much older than the young businessman, Wilson Fisk had dealt with countless adversaries in the business world, the majority of which were much more clever than the man sitting before him. Rather than get angry with the CEO for threatening to betray him, the Kingpin found his audacity to be highly amusing.

"You do realize that the corporate merger resulted in staff changes." He began craftily. "Keep in mind that anyone around you could be working for me, and ask yourself if the cost of betrayal is worth your life. Not to mention that your business would be ruined due to our affiliation with several wanted criminals and anti-mutant groups."

The younger businessman considered the Kingpin's words for a minute before realizing that he could do nothing to stop what had been set in motion. His company had been completely taken control of by Wilson Fisk, and he was technically being held hostage in his own facility while being used as a puppet to control a company that was no longer his. If he tried to report this to the police, they would arrest him as an accomplice, because technically speaking he had agreed to everything that was happening now.

With a defeated expression, the Pow-R8 Company president sunk his head in defeat. "You've planned for every consistency, haven't you?" he asked, not bothering to make eye contact with the evil man.

"I see that you are not entirely unintelligent." Wilson Fisk replied with a satisfied smirk "So long as you cooperate, I can guarantee that your business will continue to thrive, and see to it that you are fairly compensated. Do we have a deal?" he extended his hand.

He hesitated for a moment before accepting the handshake, his expression hardening bitterly. "There's no point refusing, seeing how either way it goes, you still win!"

"You should have expected as much… I am the Kingpin!" he boasted with finesse, almost crushing the other man's hand in his vice-like grip.

A man wearing a black suit and glasses suddenly entered the room, his style of dress indicating that he was one of the Kingpin's personal aides. The newcomer was carrying around a stack of papers under his arm, and seemed slightly hesitant to interrupt his master's business meeting. "I apologize for interrupting sir, but we have urgent news that you may want to hear."

"We were just finishing up… What could be so important that you chose to disrupt me at any rate?" the large crime lord queried.

The thug nodded sternly before reading off of the top paper in his stack. "Our computer team claims that someone managed to hack our mainframe computer back in Manhattan and steal all of the our data. We also have reason to believe that HYDRA was behind the incident with Silvermane at Crime Central."

"What? So I was correct to assume that those lowly snakes had a hand in ruining my empire!" the Kingpin bellowed, his fist splintering the back of the chair he had been gripping seconds ago.

His servant cowered in fear upon seeing the boss's anger, but continued with the report as he set the papers down on a nearby desk. "The full information concerning this matter can be found in these files that we managed to recover while searching the…"

"Just get out!" Wilson Fisk jerked his hand towards the door, causing the two other men in the room to exit without so much as another word.

The Kingpin seethed angrily at the thought of HYDRA using the information they had stolen from him, his fury growing more by the second. After several minutes of restraining his anger, he planted his fist through the wall, causing a shower of plaster to drop down from above. Although pointless, the display seemed to bring him back to his senses long enough to realize that there was no point in beating himself up over something that had ultimately been out of his hands. It was sure to take some time to rebuild his criminal empire to full strength, but he had been beating worse odds his entire life.

Sitting down a couch to the back wall of his makeshift base of operations, Wilson Fisk looked up just in time to see his head scientist enter the room. The mutated man looked positively ecstatic, a stark contrast to his more predominantly cynical behavior. Herbert Landon was typically a bitter angry man, but in this moment he seemed drunk with a vindictive sense of joy.

"I've done it… At last I've done it! My life's work is finally complete after all these years!" he declared triumphantly, his yellow eye bulging in excitement. "With the basis laid down by the Pow-R8 formula, my anti-mutant serum has at long last been perfected!"

The Kingpin was greatly pleased by this stroke of good news in the face of his previous misfortunes. "Marketing this formula to the world as a revolutionary development in the crusade against mutants could ultimately compensate for the resources that were confiscated by the government when my operations were exposed by Spider-Man and his friends."

"That and more…" Herbert Landon rubbed his clenched his clawed hand. "First we must find a living test subject to use to ensure that this serum works as I have envisioned, and I know just where to find one!"

The made scientist pressed a button below one of the screens in the room, causing the image of a mansion to appear on the monitor. His superior leaned in to take a closer look, although he was not entirely aware of the point that Landon was trying to make. "Would you care to elaborate?"

"This building you see before you is known as the Xavier Institute, and is located in Bayville, just like the Pow-R8 Corporation where we are now. The media has done several reports on it as a school for the gifted… Namely, young mutants."

"How very convenient for us, wouldn't you agree?" Wilson Fisk stroked his large chin pensively, his neutral expression changing into a smile. "I want you to dispatch units to infiltrate this school grounds and capture a test subject. You must be as discrete as possible, less we attract unwanted attention to ourselves."

"I'll get on this as soon as possible." the mad scientist replied with a sense of eagerness, his form slipping from the room to make the preparations.

Herbert Landon re-entered the laboratory, his heart racing with anticipation at the idea of finally seeing his ambitions come true. He had worked for the Kingpin for years as a way of getting the money and backing to achieve his goals, but if everything turned out well, he would soon bring about the end of mutant kind forever. Years ago he had a friend who suffered because he was mutant, but he would solve that problem. Mutants could no longer suffer if they were all dead…

Note to Readers: All right, not my best work, but it's been a while since I've updated this story. Hope you guys liked it assuming anyone is still reading this story. Sorry for any typos or errors in spelling and grammar, but as usual it's usually pretty late when I work on this story.

I introduced Mojo as being completely insane. His comic character was portrayed as such in the cartoons, and the comics made him out to be an absurdist parody of the entertainment industry. Hope I got the message across and did him justice. Also, I added a little bit about the Kingpin's group this chapter, seeing how he will return one more time before this story is over. HYDRA will probably stay in the background for a while, but Magneto will probably be seen again once the arc with Mojo is over. A lot of things are happened in this story, although a lot of it won't be explained until the sequel, if I ever get around to writing it, that is.

In any case, it's been a while so if anyone is reading and is able to, please **REVIEW**. It would be good to see if anyone still cares about this story, seeing how I haven't updated it in so long. I really need the support at this point for motivation. Don't know when then ext update will be, but I hope it won't take me nearly as long as this one did. Admittedly I'm working on several different stories so I skip around. If you like DC comics and cartoons, look at my profile for some cool stories about those characters.


	32. Chapter 32

**Chapter 32: Don't Touch that Dial! **

Disclaimer: I do not own any Marvel characters or logos. This story is written solely for fun, not profit.

Professor Xavier had been actively searching through police reports for several hours in an attempt to find something relevant to his students' disappearances, but so far he hadn't turned up anything. Even worse was that Wolverine, Colossus, and Beast had turned up empty handed after several hours of combing the woods and asking questions around town. So far things were not going well today, and the more time he spent worrying over the safety of his young charges, the worse he felt about it.

Even though Storm was with them, the bald telepath had times where he still thought of her as his own student. She had been one of his first, but he still remembered that fateful day in Africa when he encountered her as a child.

Back when he still had the use of his legs, Xavier found a situation where he saw a telepath using his powers for evil. The mutant in question had forced the young Ororo to work under him, and kept the loyalty of his followers by ruling through fear.

The Professor remembered his mental battle with the man who called himself the Shadow King as a trial he had undergone to free the unfortunate people trapped in his servitude. Although this happened decades ago, Charles still remembered the details vividly. Remnants of this event still lingered, as he sometimes thought of Storm as the child he had rescued all those years ago, and the name of the Shadow King still brought fear into her eyes to this very day.

Realizing that he had been distracted from his work, the handicapped man prepared to resume it, only to be interrupted by the sound of his office door creaking open. Professor Xavier looked up to see what was going on, only to catch sight of Gambit. The explosive mutant seemed rather amused by something, although what had yet to be specified.

The institute's headmaster set down his pen and looked up. "May I help you, Mr. Lebeau?"

"I was doin' ground patrol tonight to make sure we didn't get no more unwanted visitors, and what should I find but this dude sneakin' round the premises. Says he wanted to talk to you. Didn't recognize him, though I figured you might." Gambit added with a craft smile.

Remy twirled his metal staff between his fingers like an oversized baton before using the end to push open the door, revealing the person he had caught during his rounds. The new visitor was roughly as tall as Nightcrawler, and slightly more muscular. He had a dark features, with brown hair running down his neck, and a tiny triangular goatee below his mouth. He also wore a dark red collar shirt with a pen in the side pocket, and a pair of blue cargo pants.

The professor acknowledged him with a look of mild surprise. ""Forge… I don't mean to condemn your choices, but might I suggest you visit at an earlier hour. It is past curfew right now, and the students are currently in bed."

Gambit guessed that they were acquainted and put away his staff, retracting the rods before tucking the weapon back into his coat. "So professor, I'm guessing you know this guy?"

"Indeed I do… He's a friend of Kurt's whose inventions tend to produce very interesting affects on those involved." The telepath closed his eyes for a second as he remembered all of the trouble they encountered during the genius's last visit to the institute. "Do not think we are not happy to see you, but in any case, perhaps you could enlighten us as to why you came."

Forge inched forward a few steps before sitting down on the sofa closest to the window. "I know it's been a while, and I'm sorry for intruding so late at night. Believe it or not, one of my experiments led me here by accident, and I sort of stumbled onto the grounds without knowing." He paused and pointed at the Cajun. "That is, until this dude jumped me."

"I was just doing my job, kid." The explosive mutant commented with a shrug.

The technical genius let out a humorous laugh in response to this last part. "Interesting choice of words. Although I don't look it, I'm probably old enough to be your dad."

"Care to explain what you mean by that?" Gambit cocked an eyebrow with renewed interest, despite having looked positively bored only seconds earlier.

"I was working on an invention years ago and accidentally zapped myself into some kind of ghostly pocket dimension. Got trapped there back in 1968 and I didn't age a day during that time. Only managed to find my way out a couple of years ago when the X-Men stumbled onto my lab and played with the equipment."

"You gotta be kidding me." The Cajun replied with a slightly skeptical note. He glanced at the professor for an answer, and was slightly surprised when the bald man nodded in agreement.

"However hard it may be to believe, our guest speaks the truth." Xavier complied with a raised eyebrow, his expression becoming much more serious only moments later. "Now then, perhaps we should return to the present situation."

Forge nodded compliantly. "Right… Anyway, I was doing some experiments in my lab earlier tonight involving some of my older work from before that mess happened in the 60s."

The professor inclined his head slightly. "You mean your research on inter-dimensional travel?"

"Exactly!" the inventor replied. "I was trying to see if it would be possible to duplicate that experiment without worrying about the negative side affects from before, but while preparing some of my instruments, one of them picked up some kind of dimensional anomaly within the immediate vicinity."

The telepath seemed to understand. "Would I be correct to assume that your instruments led you onto the institute's grounds while searching for this energy signature?"

"I know it sounds kinda crazy, but that's pretty much what happened." Forge agreed with an apologetic look. "Normally I wouldn't have walked out the middle of the night like this, but the ions my machines detected were extremely powerful… No lie, the levels were far beyond anything I've ever detected before."

Gambit folded his arms and leaned against the wall. "What exactly are you talking about, now?"

The visitor ignored him and continued to speak to the professor. "The point is that this reading was way off the charts! A disturbance of this level doesn't typically occur within nature. It was similar to the output of my own inventions, but much more powerful, almost like someone had willingly ripped a hole in the space-time continuum."

Professor Xavier froze for a moment as he imagined the theoretical ramifications of such a feat, his thoughts briefly returning to the mysterious disappearance of his charges earlier that day. He took in a long breath before voicing his concerns. "Forgive me for asking if you have already stated this, but is it possible that these so-called anomalies could be used to transport human beings?"

"Of course! It's actually pretty similar to some of the stuff I came up with." He answered.

"Tell me one more thing." The institute's headmaster rolled his chair out from behind his desk before position it in front of the large glass window overlooking the grounds. He glanced out at the silhouette of the forest and exhaled deeply. "The signal you detected on these grounds… Could it be coming from directly within the forest?"

His guest followed the telepath's gaze and nodded quickly. "That's actually the direction it was leading me in. I suppose it's possible the anomaly could have been opened in the…"

"Just wait a minute!" Gambit spoke up, looking as if he had figured out where the conversation was going. "Are you saying that this has something to do with the students just up and vanishing while they were playing in the woods?"

"If what he says is true, I'm beginning to think there may be a connection."

Forge stood up with a look of surprise. "Wait! You're saying that people just disappeared?"

"Kurt and several others were conducting a training exercise in the forest earlier, but the group never returned to the institute. The teams searching for them discovered evidence of struggle, but no clues as to where the missing students could have been found." The psychic grimaced at the thought, small signs of worry lingering on his calm face.

"I see…" the techno-genius replied, his own smile wavering at the thought. It was true that he hadn't spent much time with the X-Men, but they were the only friends he had left.

Upon returning to Bayville for the first time in years, Forge had found himself in a world that had changed so much, and everyone he cared about was no longer around. Even so, he still owed Kurt Wagner a debt for getting them out of the pocket dimension the machine had sent them too. Unfortunately, his last attempt to repay his new friend had only resulted in an even bigger disaster when hoards of monsters came through from another dimension and ruined the Bayville High Dance.

"I also agree that there might be a connection between the anomaly and the disappearance of the students." Forge stated, causing the other two mutants to turn their attention to him. "With your permission, I would like to inspect the grounds for myself."

Gambit flipped the deck of cards from one hand to the other, gently tucking the Queen of Hearts in the back before addressing their guest. "Sounds like you're saying you can fix this mess. That's a pretty big claim, especially since the rest of us haven't been able to do squat."

"He does raise a valid point." The telepath rationalized with solemn expression. "Of course we welcome any help you can provide, but perhaps you can explain your reasons for wanting to look into this situation. Is it merely a question of scientific research, or can you really help us?"

Forge walked over to the crippled mutant. "My theory is that someone might've used some sort of inter-dimensional technology to infiltrate the institute and kidnap your students."

The explosive mutant pocketed his playing cards and stood up a little straighter. "Didn't we already go over this stuff already?"

"I don't know for sure, but since the anomaly left behind such a song energy signature, there might be a way for me to reverse the signal." The science genius answered. "If I can apply these same settings to my dimensional apparatus back at the lab, there's a chance we can create a portal leading to wherever the others were taken."

"This is assuming you're actually right." Gambit added with a carefree shrug.

Professor Xavier nodded with a thoughtful expression, gently folding his hands in front of his face. He eyed the visitor pensively before giving his answer. "Very well, then… I have no reason to doubt you." He began, looking slightly less certain than his words implied. He straightened up and relaxed his shoulders. "I will grant you access to our facilities and anything you need, assuming you are willing to address this crisis to the best of your abilities."

"I still owe you guys from the last time." Forge took the professor's outstretched hand, an understanding passing between them. "Don't worry… I'll do whatever I can to help!"

Meanwhile…

"Ugh… What happened?" Kitty Pryde blinked twice as the light subsided, a small gasp escaping her mouth once she began to take in their surroundings.

Glancing at the environment, it didn't look as though she were still in the same place, much less the same world as before. The arena, audience, and the giant monitors had been replaced by a dense overgrowth of trees and shrubs. After taking a deep breath and steeling her nerves, she stepped into the overgrowth only to be slapped in the face by a low-hanging tree branch. With a tiny groan, she stumbled backwards into a much softer object, making her aware that she was no longer alone.

She screamed in surprise before elbowing whoever was behind her in the gut, although a familiar groan told her that she had made the wrong decision. The girl spun around quickly only to lock eyes with a certain blue-skinned mutant. She could tell by the look in his deep yellow eyes that Nightcrawler was just as terrified and confused as she was, although he continued to massage his stomach with a painful wince.

"Oops… You really shouldn't sneak up on me like that." She remarked with a frown.

"Sorry, but I didn't mean to scare you." Kurt raised his three-fingered hands defensively before grasping the spot where she had struck. He did his best to ignore the pain and took another glance around the clearing. "So, do you have any clue where on Earth we are?"

The intangible mutant let out a weary sigh. "From the look of those nasty creatures from before I'm not even sure we were on Earth to begin with."

"Something tells me that you might be right…" Nightcrawler looked around pensively at the surrounding forest, his frown deepening into a look of sorrow. "Who is this Mojo dude, and what does he possibly have against mutants?"

"Dunno, but it feels a bit like those gladiator matches we read about in history class."

The blue-skinned hero stirred slightly as if someone had slapped him in the face. "What!"

"You remember how they used to force people to fight back in Rome just to entertain the crowds. It almost feels like that monster is forcing us to do the same thing in these games!"

"I really should pay more attention in school." Her friend ran a gloved hand through his hair before letting out a relieved sigh. "I doubt he'll be able to force us to fight each other, so in the meantime we should just focus on surviving until someone can rescue us."

Kitty forced a smile, despite the fact that she was still worried, a sense of inner strength returned to her eyes. "Well, you certainly know how to look on the bright side. We can't just sit around and do nothing while that freak toys with our friends!"

He frowned again. "This Mojo has the power to move us around like pieces on a board. If he can do that much, who knows how powerful he really is!"

"I say we take this creep down just like we did to tons of other bad guys!" she added.

"Unfortunately, we have no idea how to get out of here. Call it a hunch, but I also have a strange feeling that he's watching our every move as we speak!"

No sooner had he said this that the ground began shaking violently, causing both mutants to stand with their backs pressed against each other in an attempt to prevent themselves from being caught off guard. Wolverine had taught them this method during team building exercises at the institute, and it seemed appropriate for this particular situation. They looked around warily for the source of the disturbance, only to see the clouds above their heads parted to reveal the face of their captor leering down at them. The larger than life image looked like it was being projected into the sky, although they couldn't see where it was coming from.

"How very observant you are, my little blue friend!" Mojo screamed wildly, his large red eyes bulging with a deep-seated madness. "I must admit, it's so much more fun when the subjects remain blissfully unaware of my influence, but you humans seem much smarter than I was originally led to believe!"

"You jerk! So you were listening to us!" Kitty called back, her voice wavering slightly at the thought of being observed everywhere they went.

Their enemy let out a deep series of obnoxious chuckles before speaking again. "Well it wouldn't be fun if the rest of us weren't able to see everything that was going on, now would it?" he wafted his hand in front of his mouth and let out a mocking yawn. "In any case, this little moment of friendship is killing the ratings… It's a real snooze!"

Kurt saw his partner still looked shaken by the tremor and quickly swallowed his own fear. "We won't fight just because you and your fans want entertainment!"

"Why don't you crawl back under whatever rock you came out from and leave us alone? Let us out of here now, creepazoid!" she glared angrily at the projection of his hideous face.

"Blah blah blah… Quit wasting my time with this crap!" Mojo's expression dropped for a second, but he composed himself with a sinister look of satisfaction. "You two brats seem to forget that in this place, I make the rules! Just because you and your annoying teammates refuse to tear each other apart for the amusement of the masses, doesn't mean I haven't already prepared for such miserably dull behavior!"

Nightcrawler wracked his brain for a moment before making the connection between the enemy's words and recent events. "Nothing you do will change anything?"

"Who said anything about me getting involved in this nasty little spat? A humble game master such as myself is far removed from getting involved with lowly subjects such as yourselves! The man in charge simply sets up the board and plays with the pieces to his heart's content until they break or fail to entertain the masses!"

Shadowcat instinctively stepped back with fearful look. "Just what are you trying to say now?"

Their host laughed again, each unruly note bursting from everywhere at once. After a few more seconds, the chaotic creature ceased his chortling and smiled in a way that sent chills down their spines. "Oh, don't worry my pretty little commodities, you're about to find out the hard way! I'll leave you with these happy thoughts… What a pity that we won't be seeing each other again!"

The two X-Men exchanged glanced at each other, neither looking certain of what to think about the ominous warning they had just received. It had been a pretty rough day being abducted, forced into some kind of whacked out gladiator style game show, and then threatened by a talking blob just for the sake of entertaining an audience of monsters. Even though the team of mutants had come across their share of craziness, this was by far the most bizarre thing that had ever happened to them. Kurt could tell that his partner was thinking the same thing.

After one or two worried glances, the blue-skinned teleporter tried to comfort her. "This guy's just threatening us! It's not like everyone we've ever fought didn't do the same thing."

Shadowcat relaxed her shoulders and finally allowed herself to breath for the first time in the last few minutes. She gently ran a hand through her hair before returning his sentiments. "You're right… That Apocalypse guy was like a million times scarier than this talking slug!"

"That's the spirit, Kitty! When you really think about it, we've survived worse!" Kurt batted her a thumbs up forced and forced an awkward smile, revealing his animalistic canine teeth.

"Yeah, we won't get anywhere by standing around panicking about it… Let's see if we can't find a way out of this place."

They took the moment to relax and gather their nerves, although this time she was the first one to recover. Kitty Pryde exhaled deeply and stepped towards the surrounding brush, trying her best to appear confident as she went. Kurt nodded in agreement and followed after her, both mutants proceeding with caution as they walked straight into the overgrowth. In retrospect it was a bad idea just to walk into the unknown without any real plans, but neither of them had come up with anything better.

Now trapped deep in an unfamiliar forest, they had no idea where they were or what kind of tricks their host had planned. Kurt noticed immediately that there were no sign of animals or anything else in the woods besides plant life, making him wonder for a moment if they were trapped in some kind of enclosure specifically designed for Mojo's gladiator matches. The idea did cross his mind several times, although he thought it better not to say anything to his partner in case she hadn't already thought of it.

Several more minutes passed quietly before someone finally broke the silence. "Hey Kurt… You think that the others are doing okay?"

The demon-looking mutant let out a snort of laughter. "You kidding? Storm controls the weather, Jubilee makes things blow up, and Logan's clone is even scarier than he is. I'm sure the others will be all right." He groaned wearily at the next thought before voicing it out loud. "Personally I'm more worried about the two of us."

"I noticed you didn't mention Bobby on that list." Kitty added with a tiny smirk.

Nightcrawler sighed. "Scott told me that Iceman almost ruined their last mission in New York several times… I don't think we need to go there."

She stifled the urge to roll her eyes as they continued through the woods. "You got that right."

Kurt opened his mouth to speak again, but their conversation was cut short by a bright flash of light followed by a loud snapping noise. He realized that the same type of anomaly had engulfed them in the arena before they woke up in the forest, and quickly assumed that the same thing was about to happen again. Not wanting to fall into another one of Mojo's traps, he seized his partner by the wrist and pulled her away from the source of the flash.

"Whoa, what're you doing?" Shadowcat let out a frightened squeal as he jumped like a monkey and wrapped his arms around her.

Focusing his powers, he forcibly teleported them both into a nearby tree. Nightcrawler used his tale to seize one of the nearby branches to steady himself, his feet barely balancing on the bark of the tree. Kitty almost slipped off of the limb, but her teammate placed a hand in front of her to prevent them from falling. Once both X-Men were steadily perched, the pair looked down at the place where they had been standing moments before, only to catch sight of another figure.

The intangible girl gasped as she caught sight of teenage boy with unruly, shoulder-length brown hair and thick arched eyebrows. He was clothed in a black jumpsuit with silver protective padding near the front and metallic shoulder pads, a clear bowl-like helmet shielding the top of his head and half of his face. Although his bare hands were exposed, the newcomer's outfit included metallic wrist guards and a pair of boots in a similar color that ran halfway up his legs.

Kurt needed to steady himself again as he came to a sudden realization. "Wait a minute… Is that?" he stammered, glancing over at his partner for an answer.

"Avalanche!" Kitty's eyes widened in shock when she recognized the new arrival as her old boyfriend. Without even giving the situation a second though, she instinctively placed a hand to her mouth and called out to him. "Hey Lance, is that you over there?"

The teenage boy standing on the ground looked up at the X-Men with an intensely focused stare. Upon seeing his face, she realized that they had correctly guessed his identity. Although the male mutant's eyes displayed no sign of immediate recognition, Shadowcat thought of the gesture as a sign of acknowledgement and quickly leapt from the branch in excitement. No sooner had she touched onto the ground did she run forward to greet him up close.

"So, looks like you got pulled into Mojo's crazy game too. So, are the other Brotherhood guys around here too?" Her tone was somber at first, but after several moment of silence, she quickly became curious. "Is there something wrong? I know I gave you the cold shoulder for a while, but this really isn't the time to act like a jerk."

Without warning, Avalanche raised his hand in her direction, causing a large tremor to shake the ground beneath their feet. Kitty was caught off guard by this sudden display of hostility stumbled backwards only to be caught by a Kurt. The blue-skinned teen flashed behind her and teleported them both behind a bush several hundreds of feet away from their attacker. Kitty still looked surprised, although a sharp intake of break quickly brought her back to her senses.

"Did you say something to upset him, or is he always like this around you?" her partner asked.

"Don't know, but he didn't even speak to me… Lance was never the strong silent type. There's gotta be something wrong with him."

Kurt pushed her head down, peeking his own above the brush to make sure the enemy hadn't spotted them yet. "Maybe he's working for that Mojo dude?"

"The Brotherhood have actually been pretty quiet since that mess in South America. I don't know about the others, but Lance wouldn't be involved in something like this."

"Bowl-head just tried to put us both in the ground, and you still don't think he's involved."

She shot her teammate an irritated look. "I know he wouldn't just ignore me, and there's no way Avalanche would just attack someone without having a reason." She clenched her fist before raising her voice again. "There's gotta be something going on here that we're not seeing!"

Kurt realized her mistake of speaking too loudly and slapped a three-fingered hand over her mouth to silence her, but another tremor beneath their feet quickly made it clear they had been discovered. Kitty grabbed him by the wrist and pushed her partner away from the impact as a pair of trees fell, her intangibility powers allowing her to phase through the timber. Another tree fell, but he grabbed onto her and teleported them both to safety a second time.

"What's the deal with you?" Kitty Pryde turned around to face their attacker, her fists clenching angrily. "Why won't you talk to me? What's did that Mojo freak do to you?"

Avalanche seemed to freeze up for a moment at the sound of her voice, although his eyes quickly went blank and he raised his hands to set off another tremor in their direction. Nightcrawler placed a hand on her shoulder and teleported alongside his partner, moving them several yards away. The pair glanced back at the place where they had been standing only moments before only to see a small crater where the ground had caved in, along with an expanding fissure that was heading in their direction.

"Looks like it's time to move it!" Kurt teleported them both away from the split in the ground, buying them a few seconds to think. He looked up only to see that her partner had turned to face their attacker instead of running away. "Hey, what gives? Have you gone completely out of your mind, Kitty?"

"Just let me try and get through to him!" The female mutant called over her shoulder.

"No way, we should run now and worry about saving him later!" he called out worriedly.

When she didn't respond, Nightcrawler reached out to seize her by the arm and get to safety, but his partner had purposely rendered herself intangible. Realizing that she wasn't going to listen, the blue-skinned mutant moved into a defensive position and prepared to act in case he was needed. Although he didn't particularly like where this situation was going, Kurt saw the determination in his teammate's eyes and decided it was best not to waste their precious time with arguing.

Kitty stepped into the clearing where Lance was still searching for them, her expression composed despite the trees falling around her and the shifting Earth beneath her feet. Using her powers made it easier to avoid such obstacles, and she easily moved within striking range of the quake-inducing mutant. Her partner remained a safe distance back from the duo, preparing to intervene if the situation escalated beyond her control.

"I know you don't want to hurt us!" Shadowcat did her best to remain calm in the face of danger.

"Rrrgh!" Avalanche grunted angrily and prepared to send out another tremor, but his arms froze midway, almost as if he were trying to resist the impulse to attack. Caught in the middle of his attack pose, his fingers twitched violently and a series or pained groans issued from his mouth.

The intangible girl noticed this immediately and took a step closer to him. She wrapped her hands around his shoulders and shook him violently as if to jar him from a nap. "What's going on? Is that Mojo guy making you do this to us?" she spoke loudly in an attempt to sound confident, but her expression betrayed signs of distress. "Tell me!"

Lance grit his teeth as if he were in deep pain, emotion returning to his eyes for a second. "Mojo… He's… inside my head… … Can't stop attacking… Must fight…" he choked through labored breaths. "Kitty… Get away from me…"

"That's it Lance, fight it!" she screamed into his face, beating him on the shoulder with her fist.

"I said get away!" he bellowed even louder, displaying a full grasp of the situation.

He shoved her away from him with all the strength he could muster, causing her to stumble back a few steps before tripping on a root protruding from the forest floor. With a cry of pain, she landed in a heap on the ground. Shadowcat looked back up at him only to see that his eyes were completely glossed over again, seeing no sign of his previous sentiment. Her fear returned almost instantly as he prepared to launch another quake, but fortunately for her the attack never came.

A pair of yellow, gloved hands shot out from behind Lance and grabbed him from behind as Kurt sprang down from his position in the trees, teleporting them both a few hundred feet into the air. The sudden assault prevented Avalanche from using his powers, but now they were both falling several hundred feet through the sky. Kitty watched with her mouth open in horror as the two men grappled in mid-air, with Lance wrapping his arms around Kurt as they wrestled and struck each other.

"Try not to hurt him! He's not in control of his actions." She screamed up at her partner while running around frantically in the clearing below.

"That's easy for you to say." The blue-skinned mutant retorted loudly, his yellow eyes bulging as they came closer to the ground. "At least he's not trying to throttle you during free-fall!"

The duo came close to smashing into the ground below, but Nightcrawler teleported again, positioning them near the tree tops. Thinking quickly, he elbowed his attacker in the stomach, causing Avalanche to let him go. Using his newfound leverage, Kurt wrapped his tail around the branch of a nearby tree and to stop himself from hitting the ground. He also grabbed his opponent by the back of his jumpsuit to stop him from colliding with the hard turf below.

"Few… That was a close one." The teleporter used his remaining hand to wipe away the sweat that had collected on his brow, but the man he had saved began lunging at him like a wild animal, causing them to sway back and forth violently.

"Rrrraaaaagh!" Lance let out a bestial growl as he seized a hold of the other man's wrist, trying to wrap his other hand around his savior's neck to strangle him.

"Hey, I just saved your life! Show a little gratitude, will ya?" As they dangled precariously, Kurt spotted a metallic glint coming from an object that seemed to have been planted on his opponent's neck. Due to the position they were in, he noticed the presence of the unfamiliar device and quickly put the puzzle together. "Aha, I think I got it!"

No sooner had he said this that the two of them fell again, bumping into several more branches before finally reaching the ground. Lance rolled as he struck the forest floor to minimize injury while Kurt teleported seconds before he hit the ground, marking the second time he had managed to do so in one day. He reappeared beside Kitty seconds later, a small spin in his step and a sharp pain in his side.

Shadowcat caught him from behind, pushing him into an upright position with a gentle shove of her wrists. "Are you all right?"

"Yeah, I… Ouch! This really stinks…" Kurt grabbed his side as the sting finally came, randomly guessing that he had broken a rib or two during their violent descent. He immediately regretted not being able to teleport quickly enough, but soon realized that it was the least of their worries.

"Look out!" his partner shouted, pointed unnecessarily as another fissure shot through the ground towards them.

Nightcrawler teleported them both away again, this time using his powers in rapid succession in an attempt to increase the distance between them and their attacker. He wasn't exactly certain where they were going as trees flashed through his field of vision, but heading to a particular place wasn't his intention at the moment. They both needed time to assess the situation without being interrupted by a berserk mutant attack every five seconds.

Once they were about a mile away, the blue-skinned mutant gasped for air and practically fainted in exhaustion. "This isn't my day…" he muttered before collapsing face first into the dirt.

"Just take it easy." Kitty seized him by the arms and dragged him across the ground, pulling him behind a particularly large tree to take cover. She ducked behind the deep foliage and propped her friend into a sitting position so he could rest.

Kurt took a minute to regain his breath and swallowed the lump in his throat. "So, now what do we do? It doesn't look like Avalanche is gonna stop hunting us."

She paused to glance around to make sure there was no one nearby, her eyes scanning the grove eagerly as if she was expecting someone to jump them at any moment. bent over and placed before answering.

"Don't know… Maybe we should find a way to undo Mojo's brainwashing techniques. I can't believe that jerk brainwashed him like that." Kitty suddenly looked angry. "Lance might be a big dummy sometimes, but he would never intentionally try to murder someone!"

Nightcrawler raised his head, moments of their battle replaying in his mind. "Wait… I just remembered something! There was some type of glowing object stuck to his neck while he was trying to kill me!"

She leaned closer with a hopeful expression. "You don't suppose that's what's causing him to act like this, do you? Maybe if we can remove it, we can snap him out of this!"

"That's exactly what I was thinking! All we need to do is get close enough without Avalanche noticing. Then we can sneak attack him, and…"

A loud rumbling noise overrode him mid-sentence, the sheer force of the tremor causing the giant tree behind them to creak violently. The two X-Men covered their heads and crouched down as loose dirt formed into a cloud, but when the dust finally they cleared, they found themselves face-to-face with Avalanche again. The mind-controlled mutant prepared to attack them again, but seemed to hesitate upon noticing Shadowcat's presence.

"Argh!" Lance placed his hands on the side of his head and screamed at the sky as he struggled against the impulse to continue assaulting his targets.

Although her teammate was distracted, Kitty chose to act quickly. "Kurt… Do it now!"

"Right!" Nightcrawler screamed as he launched into action.

He jumped onto their mentally conflicted opponent, teleporting them both several meters into the air again before dropping Lance on the ground. He teleported onto the other man's back, using him as a cushion as they touched down again. Using the pain caused by the impact as a distraction, the blue-skinned mutant grabbed his opponent's wrists and wrenched his arms upward, pinning the unruly teenager to the ground. They both struggled in the undergrowth, Kurt finally managing to force him into submission.

"Hurry up! I can't do this all day!" he called out to his partner for help. "Someone has to take that thing off of his neck!"

"I'm on it." Kitty ran over to his side and quickly set to work.

Acting frantically, she removed the bowl-like helmet from the growling man's head, using her opposite hand to pull down the collar of his costume. Avalanche struggled to rise again, but her partner slammed his lower jaw into the back of their enemy's skull, forcing him back down with a sharp blow to the head. Shadowcat's eyes widened slightly as she found the metallic device on their prisoner's neck. She hesitated for a moment before phasing her hand through the back of his throat, her intangible hand causing sparks to shoot out of the computer chip.

The device smoked before exploding with a tiny pop, the feedback causing Lance to jump up with a loud yelp. His sudden action flung Kurt off his back and into a nearby bush while Kitty scrambled away in a frenzied crawl. The teleporting mutant righted himself with an acrobatic leap before moving to stand beside his teammate. They stood in silence for several moments, quietly watching their former opponent's body for signs of movement.

"You don't think he's… dead? Do you?" Kurt began with a wide-eyed expression.

Kitty ignored the question and slowly approached the injured mutant, her pace quickening when she heard his labored breathing. She stopped within a few feet, her eyes never leaving his beaten form. "Please tell me you're back to your normal, jerky self." She pleaded out loud.

To her intense relief, Avalanche let out a loud groan and shook his head violently. He reached behind his neck, tossing aside the broken remains of the device that had been planted there. "Ugh… Did someone get the number of the steamroller that hit me?"

"Glad to see you're all right." Kitty looked down at him with a kind expression, gently extending her hand for him to grab.

Lance Alvers looked up as though he were seeing her for the very first time before accepting her help. A small flush entering his cheeks when he realized that he was still holding her hand, but she simply chose not to think about it and simply let go. They hadn't really spoken since the Apocalypse incident, and because of that, both mutants seemed reluctant to say anything.

Before either could start a proper conversation, Kurt appeared beside them with a loud crack. "I hate to interrupt the reunion, but maybe we should try and figure out a way out of here."

"I don't recall asking for your opinion, blue-boy." Lance gave him a challenging expression, but quickly succumbed to his wounds. Grabbing his chest, he coughed several times and fell forwards only to be caught by his former love interest. "Sheesh, did you guys have to pulverize me like that?"

"It was all we could do to stop you from doing the same to us." Nightcrawler replied irritably.

Kitty nudged him and shook her head. "This isn't the time!" she replied in a strong tone, causing both boys to fall quiet again as she turned to her partner. "I need you to help me for a moment."

The demon-like mutant helped her carry the injured man to the base of an undamaged tree, gently laying his back against the bark in a careful position. The female of the group dashed back to the clearing and retrieved the discarded helmet before hurrying back over to the others. Once they were settled, Lance placed a hand on his knee and propped his bruised elbow against the tree trunk, his expression bitter and upset.

"You really oughta sit down and rest awhile." She bent over him for a moment, calmly inspecting his wounds with a careful eye before frowning apologetically. "Sorry we were so rough back there, but it's like Kurt said; we were trying to stop you."

Lance grit his teeth as if he were about to yell, but making eye contact with the intangible girl greatly hampered his temper. "Don't worry about it… I probably would have done the same if I were in you guys' shoes." He gave her a tough smile. "I mean fighting someone like me must've been really rough on you guys."

"Yeah, it makes the battle with Apocalypse look like a walk in the park." The blue-skinned man commented from over his partner's shoulder.

Kitty noticed the irritation growing on Lance's face and quickly intervened. "We're still pretty sorry that it had to come to this though."

"Just quit that apologizing stuff… You know I don't wanna hear it!" The Earth-shaking mutant let out a sigh, his eyes focusing into an angry glare as they shifted towards sky. "The guy I got a gripe with is that drooling pile of crap that kidnapped me and my friends and brought us to this whacked out dimension."

"Are you saying you remember everything that happened since you arrived?" she exclaimed loudly.

Kurt's eyes widened in shock. "Is the rest of the Brotherhood here too?"

Avalanche groaned in pain, gently resting his right hand on the bruised side of his face. "We were just sitting home minding our own business when some crazy lady with six arms jumped out and began attacking us. I don't remember much after that, but then we woke up in this place being held hostage by an ugly blob with arms."

"So, you're saying that Mojo captured you guys too? Did he use those mind control things to force into his crazy games?" Kitty pressed him for answers, looking deeply concerned.

"Didn't get his name, but the freak said he brought us to this world to be a part of his newest show." Lance scratched his head and spit on the ground near Nightcrawler's feet. "Anyway, Toad was curious, Blob was pissed about being labeled, Pietro was terrified of the dude, and Wanda was just about ready to explode."

The blue-skinned mutant leaned in expectantly. "Yeah, then what happened?"

"Not really sure… The freaky lady started putting those mind control thingies on our necks. All of a sudden I couldn't control the way my body moved, almost like someone had turned us all into a load of zombies." He paused for a minute before looking back up at the X-Men. "Did they do that to you two?"

Shadowcat shook her head. "Nah, but Mojo's people kidnapped a bunch of us from the institute just like they did to you guys."

Kurt placed his hands behind his head and leaned back with a frown. "Not to mention that he also forced us into these glorified gladiator fights. When we refused, he sent us to this place and sent you after us."

"Great, so all the X-Men are here?" Lance deduced with a less-then-enthusiastic expression.

"Nope, just a few of us." Kitty corrected with a frown, her eyes going downcast. "We don't know where the others are right now, but I have a feeling that Mojo's not planning on sending them home."

Her former boyfriend noticed the anguish behind her strong exterior and stood back up. Doing his best to hide his signs of pain, Lance hesitated for a moment before gently placing a hand on her shoulder. "Don't worry, I'll help you guys out!"

"What about your friends? We could end up fighting them… Doesn't that bother you?"

"Ever been to their house on a bad night? They do enough fighting in their free time." Kurt added with a knowing expression, having see the chaos for himself on more than one occasion.

The quake-inducing mutant opened his mouth to retort, but found himself unable. "Yeah, guess I can't argue there." He commented with a grudging respect. "Either way, since none of know our way around this dump, I figured we might as well look for our friends together."

Shadowcat simply nodded amiably. "Yeah, that's probably the best we can do for now."

"I was just wondering… Who else from that school of yours got dragged here, anyway?"

Kurt thought quickly. "Well, Storm and Iceman were caught around the same time as us, because we were out in the woods performing a training exercise together. They didn't seem all that picky about who was kidnapped."

"I should have guessed that Bobby would've gotten caught. That kid's always asking for trouble." Lance responded with an irritated note as he remembered the boy's bone-brained idea to bring the Blackbird out for a nighttime joyride. "So, anyone else?"

"Other than us, there was a new girl who has the same powers as Wolverine." Kitty wracked her mind for a second. "They also grabbed…"

"Jubilee!" Nightcrawler suddenly burst out loudly.

Kitty nodded in agreement. "Yup, and it was only her first day back at the institute. Must really stink to have to deal something this awful after just coming back to the mansion." She looked back at the boys only to realize that their gazes were focused towards the horizon rather than on her.

"That's not what I meant… Look over there!" Kurt pointed at a mountain in the distance where several multi-colored sparks were shooting up into the sky.

Lance Alvers placed a hand to his forehead to get a better view. "Yeah, those flashes are definitely her mutant powers?" he commented, having witnessed a similar flashy display the night the younger kids stole the X-Jet.

The two boys started running towards the source, but Kitty was less eager. "Wait, you guys! It could be a trap!" she warned loudly.

"Yeah, or maybe the others are nearby. I say it's at least worth a look." Kurt reasoned.

The other man flung a thumb over his shoulder at the fuzzy mutant. "Blue-boy's right! We won't get anywhere just standing around. I don't know about you guys, but I'm not just gonna stand here and wait for that talking garbage bag and his flunkies to finish us off."

"All right, but we can't just jump into this mess without thinking." She thought of her first mission when they discovered Rogue, and grimaced with embarrassment at her own lack of tactfulness. Kitty let out a sigh, realizing she was overruled before running after the others towards the source of the lightshow.

Back in New York…

Tony Stark had been balancing two lives for a long time now, trying to keep up with the management of his corporation while juggling his superhero duties as Iron Man. Usually one of these two duties would offset the other, but this past week had been nothing but trouble on both ends. It had been a rough week for Iron Man between his meeting with SHIELD and the giant chain of terrible things that had happened in the last week. Not to mention that one of his business partners had recent been exposed as the notorious Kingpin.

Having taken the night off to catch up on paperwork at the office, the part time superhero felt more exhausted than ever. Tonight he had put the armor into storage in exchange for a red collar shirt and yellow tie. As he sat behind the desk on the top floor of Stark Tower, the tension began building in his shoulders. The exasperated hero threw down his pen and reclined slightly, taking a moment to admire his office.

It was a large, spacious room with a gray décor, a potted plant sitting in the corner, and a small set of steps leading down to the wide area where his desk was located. There were a couple of paintings and abstract statues, showing a taste for modern art. Most impressive was the large window that spanned the entire back wall behind his desk, allowing him an impressive view of Manhattan's most prominent districts.

"Sometimes I don't know what hurts more… The super villains beating me senseless, or keeping this company from running itself into the ground." He mused out loud, letting out a deep-throated sigh.

Pushing back his chair, the businessman stood up and turned towards the window, silently taking in his view of the city's lights. New York was known as the city that never slept, a stereotype that was all too real for anyone that could see the brightly lit settlement late at night. As these thoughts floated through his mind, Stark glanced at his watch to see that it was already past midnight. He yawned like a hibernating bear, but the sound of the door refocused his attention.

A woman with shoulder-length red hair stepped into the room, her pale complexion covered with freckles. She was finely dressed, her black power suit, serious demeanor, and matching heels giving her a very professional vibe.

Her employer kept his back turned towards her, a smile sliding onto his weary face as he watched her through the reflection in the window. "Hey Pepper!" he greeted cheerfully. "Not that I'm not happy to see you, but I didn't expect anyone to waltz in at one o'clock in the morning."

"Sorry if I caught you at a bad time, Tony… It wasn't really my decision to make."

"Just tell whoever it is to come back in the morning." The tired businessman stifled a loud yawn by placing a hand to his mouth. "I'm just about ready to head off to bed anyway. This isn't the best time for me."

"I'm sure the great Iron Man can make time!" A new but familiar voice came from behind them.

Pepper Potts stepped aside as the visitor entered her employer's office. He was a tall man with a solid build, and was garbed in the dark uniforms of the Strategic Hazard Intervention Espionage Logistics Directorate with thick black boots. The organization's insignia was stamped on the buckle of his belt, and he had a blaster hanging out of the attached holster. The newcomer wore a stern unwavering expression. One of his most striking characteristics was the patch covering his left eye.

"Nick Fury… What a surprise." Iron Man mumbled with a sarcastic expression, his expression changing to match that of a child whose birthday had been canceled. He glanced sideways at his loyal employee. "Ms. Potts, would you be so kind as to wait in the hall for a minute."

"Of course, sir." The redhead complied, quietly sliding the door shut behind her as she left.

Tony seated himself with an unreadable expression, gently kicking back so that he was reclining slightly on his seat. "Well since you so kindly let yourself in… Go ahead and sit down! Take a load off!" He gestured unnecessarily to the large, comfy-looking armchair positioned directly in front of his desk.

The SHIELD director did not sit down and instead chose to wave aside his host's snarky comments. "I've got places to go and people to see… This isn't a social visit."

"It never is with you people." Tony rolled his eyes before leaning on his desk, his expression becoming much more serious "Now, what could the director of the world's most powerful law-enforcement agency possibly want with a lowly weapons maker like me?"

"Save it for later, Stark." Fury cut him off, looking unusually impatient compared to his normally composed self. "However much SHIELD disapproves of it, I didn't come here to discuss your international vigilante activities."

His host relaxed a little, looking considerably more serious. "Well, it must've been a pretty big situation if you came here to tell me the details."

The director took a cigarette out of his pocket, using his opposite hand to light the end. He stood silent for a moment and took a few puffs before resuming the conversation. "Although your actions as Iron Man are not legally sanctioned, I thought it might be a good idea to deliver some files and information, in the case the situation arises where it could be helpful."

Tony leaned forward with an apprehensive look. "Wait a minute… You're actually supporting my efforts?"

"I can't be involved in any official capacity, but that recent breakout at the Vault resulted in the release of several bad guys into the city. There's a major threat to public safety all over New York, especially since the Kingpin isn't around anymore to keep the bad guys in line."

"Oh yeah, you're talking about the power vacuum that Spider-Man and those mutants caused. It also doesn't help that Fisk had forged an alliance with my company and was contributing a large sum of money to our newest project." He sighed in exasperation, remembering the ramifications of the situation. "Thanks to that yellow journalist, J. Jonah Jameson, everyone knows what the fat man was involved in. This is bound to make Stark Industries look bad when word gets out."

His guest nodded in agreement. "The truth is, I feel slightly responsible for this outcome."

"Is the great Nick Fury admitting he goofed up?" the executive asked with a humorous note.

"Not exactly…" the director's gaze wandered for a moment as he flung the barely touched cigarette into the nearest trash bin. "Two men sent to New York on SHIELD's jurisdiction also participated in the toppling of the Kingpin. To make matters worse, I received word that HYDRA was directly responsible for instigating this mess."

"And what could they possibly have gained by getting involved in this catastrophe?"

Nick Fury paused in thought, although he wasn't certain how to say anything without jumping to conclusions or giving too much information out. "We… Don't really know." His gaze hardened again as he seized another topic. "However, we received word from our men on the inside, that Luchino Nefaria managed to seize control of Manhattan's underworld when Silvio Manfretti landed himself in jail."

"Well, that's not good. Count Nerfaria's a lot more driven than the Fisk of Silvermane. I can't imagine anything god coming out of this." He slid down in his chair and mulled the thoughts over for a moment. "You probably could have told me this stuff using my private phone line, so why are you really here?"

The director of SHIELD reached into his jacket and pulled out a folder brimming with several important documents before laying it onto the desk. Tony Stark flipped through the mass of papers, his eyes widening as he saw the list of names and their profiles. The sheer amount of information on each of the profiled criminals was immense, although he had already guessed what the files really were.

Iron Man's eyes steadily widened as he skimmed through the contents. "Trapster, Jackal, Arnim Zola, Hydro-Man, Whiplash, Jack O' Lantern, the Enforcers, Omega Red, Titania, Mysterio, Sandman, Bullet, Man-Ape, Wizard… These guys are all super villains."

"It's a detailed report on every single super villain, convict, or criminal that escaped from the Vault that night." Fury elaborated. "Spider-Man and his friends managed to stop a couple, but most of the cons got away and disappeared during the chaos made by that giant gang war."

"Why give these to me?" Tony Stark questioned with a curious look.

"The reason I came here in person was to deliver these in case they can come in handy. A good Samaritan like yourself needs to be prepared for these types of things." He turned his back on the corporate executive. "We have a feeling that something really bad is about to happen."

"Care to explain more, or would you prefer that I make some stabs in the dark?"

Nick Fury exhaled deeply before facing the part-time superhero. "We did some digging and found out that a few villains have been disappearing."

Stark relaxed slightly. "Well, it's better they go into hiding than put innocent people in danger."

"An old friend of mine living in Bayville reported that the Juggernaut vanished into thin air after he was defeated. A few hours ago, I also received an emergency transmission from Reed Richards, saying that the same thing happened to a pack of bad guys that the Fantastic Four dispatched."

The wealthy superhero stroked his bearded chin thoughtfully. "Now that you mention it, there were police and SHIELD agents ripping this city apart after Fisk was dethroned, and no one ever found Otto Octavius after he hobbled away half-dead following the gang war."

"Although it's only a theory, I have a strange feeling that someone out there is recruiting some of these villains for some kind of grand scheme."

"Which is why you want Iron Man to investigate for you." Tony Stark finished with a knowing expression, looking highly amused by when his guest refused to look him directly in the eye. "If you started chasing windmills without any real evidence and only a bunch of crazy claims from superheroes, the government would probably question the validity of your position."

The visitor gave his host a stern glare. "There's a lot more to this than I'd be willing to tell you, but something big is definitely going on in the criminal underworld right now. With HYDRA on the move and the power vacuum in New York, SHIELD has too much to worry about without adding more."

The part-time hero nodded once to affirm his agreement. "Let me get this straight. You've got your hands tied, so you want me to keep track of this for you? Sounds like you must be pretty desperate to ask me for help."

"You always say you want to make a difference… Let's see if you can live up to that." Nick Fury made eye contact with Tony Stark, his gaze boring into the object of his scrutiny. "Can I rely on you to help while keeping this under wraps?"

Iron Man considered the entire situation for a moment, although it made him angry to imagine that he was being used without even knowing the full details. He had been at odds with the director of SHIELD for some time now, which made this current scenario so unexpected. Stark paused hoping that Fury would say more, but said nothing else to convince or dissuade the armored vigilante one way or the other.

After several minutes of awkward silence, Tony Stark ran a hand through his short black hair and groaned with a sense of dislike. "I know I'm probably going to regret this, but… We've got a deal!"

"Glad to hear it." Nick Fury nodded in agreement before tossing a small black box in his host's direction. "Take this!"

The armored vigilante caught it effortlessly, holding the device up to his face and shaking it like a child inspecting a new toy. "Let me guess… This is some kind of walkie talkie you SHIELD folks like to use?"

"It's a link to my private line aboard the Helicarrier. Not even the President of the United States has the means of using this system I established." He began to head for the exit, not bothering to spare his host a second glance. "Until next time… Stay in touch!"

Tony Stark watched his guest disappear through the doors, looking relieved to see him leave without adding anything else the conversation. If Iron Man had been stressed out before, it was nothing compared to the way he felt now. At least before Fury's visit, he was ready to head off to bed, but now it felt like his brain had just launched into overdrive. He silently reached into a draw, pulling out a small bottle of expensive whiskey. Alcohol was a good fix, but at times like this, he wished he had real super powers just to cope with the stress of his life.

Cracking open the bottle, he swallowed a large gulp, letting the liquor burn away at his insides. "Ugh… There are days when I wonder whether or not this superhero thing is really worth all the trouble." He muttered to himself, quietly setting the bottle back down on his desk.

Note to Readers: Phew… Another chapter down. It took me a while to get to it, but I managed it somehow. I actually have the story mapped out pretty well now, so hopefully things should run more smoothly than before. Sorry for any typos or any errors in spelling or grammar, but as usual, I typically write this late it night. Hope it doesn't feel to rushed or badly written, since I was trying to push the story forward… There's still at least two story arcs let after Mojo's defeat!

So much went on in this chapter, most prominently the return of the Brotherhood. They played such a big role in the X-Men: Evolution series that I just had to find a way to put them in. Expect to see them all soon enough! Forge also reappeared to help, seeing how he's the only person they know that can deal with the mess Mojo made.

I added in that bit with Iron Man and Nick Fury just to drop more hints about the sequel that I've been planning to write. If you begin connecting those hints with the other ones I've been dropping, you'll figure out quickly that the next story will use a LOT of characters and ideas from the Marvel World!

Until next time, please **REVIEW**! I tend to be more motivated to write if I get some good feedback. If you loved or hated something, had any critiques to make, guesses as to what is about to happen, or even suggestions, I'll gladly take them. Which reminds me… Thanks to **Quill N. Inque** for giving support despite how long it took me to update. A special thanks to **Rider Paladin** for suggesting Forge make an appearance! It really helped me a lot. If you guys have any other contributions, please give them to me!


	33. Chapter 33

**Chapter 33: Getting into the Game!  
**

Disclaimer: I do not own any Marvel characters or logos. This story is for fun, not profit.

Wilson Fisk tapped his fingers together while eying his minion pensively. They had been holding up in the Pow-R8 building since the collapse of the Kingpin's criminal empire, along with Fisk Enterprises and his philanthropic connections. This obscure company was all he had left following that ill-fated day when Silvermane and his Maggia instigated that Gang War, although knowing HYDRA was to blame only made things worse.

"So, has the formula finally reached perfection?" he questioned the man standing before him.

Herbert Landon took out his research notes. "I believe we have uncovered the ultimate weapon against mutant kind through the application of my life's work. Due to the large amount of public resentment towards that population of freaks, this is bound to be a highly profitable business venture worthy of our attention."

"You mean a venture worthy of my attention." The Kingpin corrected him, his glare becoming more pronounced as he bore down on the smaller man. "Do no forget that you work for me, and would never have had the research money to finish this project without my funding."

The deformed man winced slightly before flipping another page over. "Indeed, all we need now is a living research subject to test it out on. Once we have recorded the results, we can use the Pow-R8 Corporation to mass-produce and market the substance to the rest of the world. It is fortunate that the Xavier Institute is so close at hand."

"We know from past experience that the mutants of that school have trained to use their powers to fight. Considering that they participated in the defeat of Doctor Octopus and the Rhino, I believe the capture of these children would prove most challenging for my remaining enforcers."

"Which is why I prepared this time." The mad scientist replied with a smug expression.

No sooner had he said this that the door on the other end of the room burst open, revealing a tall buxom woman with noticeably muscle tone and long reddish-blonde hair. She wore what appeared to be a long sleeved form-fitting dark purple leotard with an opening in the front, revealing her ample cleavage and long slender hands. Her large hips and thighs were exposed while a set of stylish matching boots covered her lower legs. A purple mask adorned her eyes, and she a decorative golden belt wrapped around her waist.

Landon gestured to the newcomer. "As you can see, I made certain to hire a professional in case we needed some extra muscle."

The crime lord watched her with a thoughtful expression, his eyes moving up and down over their visitor. Although Wilson Fisk was generally familiar with the super villain population, he had never encountered this particular woman before. "And who might you be, young lady?"

"They call me Titania!" She replied with an air of supreme confidence.

Kingpin nodded slowly as if he were still considering. "I see… And what exactly can you do?"

The woman smiled as if she had just been handed the most powerful weapon in the world. Raising her fist into the air she punched the nearby wall, shattering the steel-enforced, sound-proof barriers without minimal effort. The steel barricade broke into a shower of metal splinters, and the layers of concrete and plaster surrounding place her fist made contact had been reduced to a thin layer of dust. Reaching into the hole, she then pulled a cinderblock out of the wall with her bare hands and tossed it into the air, reducing it to a pile of debris with a well-placed kick.

Wilson Fisk was slightly surprised by her sudden display of power, even his own strength paling considerably in comparison to what he had just witnessed. The surrounding walls of his office were made purposely with the intention of keeping out super-powered menaces, and this stranger had effortlessly smashed through them with her bare hands. Despite how troublesome he found her attitude, the display was still impressive.

"You seem to be a strong one." The crime lord mused with mild satisfaction.

"No man or woman has the strength to match me in a contest of power!" Titania boasted with a proud expression, gently resting her hands on her hips as she did so. "My endurance and stamina is unparalleled."

"You can see that she's perfect for the job, and obviously more than a match for any of those filthy mutants!" the mad scientist added with growing anticipation. "Surely you must agree?"

The Kingpin sat back in his seat and considered them for a moment before giving his answer. "I appreciate the value of power, but if there is one thing that I have learned over the years, it is that real power comes from more than brute strength."

A look of outrage crossed her features for a second. "I could kill you with a single strike if I wanted to, old man."

"Doubtful…" the crime lord replied with a calm expression, his face displaying few signs of concern. Despite her abundant overconfidence, Wilson Fisk had not dismissed the notion that she could be quite useful. "Very well then, I am willing to hire you depending on the fees. Perhaps you would like to make an offer?"

Titania collapsed onto the couch in front of his desk and put her feet up. "That depends what kind of job we're talking about. I've got expensive tastes, but I'm not picky."

Her prospective employer inclined his head with a look of interest. "The mission is quite simple… We need you to capture a mutant so that my team of scientists can have a living subject for experimentation. With your abilities I have no doubt that you are capable of this much, but you must also bring the target back here without anyone noticing."

"I'm fine when it comes time to killing and stealing, but this convert crap doesn't sound like my kind of thing." She replied with a flick of her wrist, slowly sitting up from her position. "Double the pay, and I might be willing to go along with it."

"You needn't worry about such minor details…" the Kingpin explained with a knowing expression, almost like he had expected he to react this way. "I can send in my agents to transport the subject. In the meantime, all you need to do is follow orders and ensure that your victim is still alive."

"Not a problem." Titania responded with an eager expression. "It doesn't matter what kind of powers these mutants have. None of them are strong enough to pose a threat to me!"

Wilson Fisk waved his hand. "The job is yours… I will personally call you once the strike team has been assembled for this mission. Just remember that those who fail to meet my expectations do not tend to survive for very long."

"You actually think you can kill me?" she asked, seemingly finding humor in his statement.

Rather than dignify her question with an answer, the large man stood up from his seat and headed to the exit behind the desk. "Until further notice, you are dismissed." He replied before closing the door behind him, leaving the villainous and his lead scientist behind in the office.

Once his footsteps died away, Landon addressed her once more. "There is some information that I feel may be important in your complexion of this mission. If you would follow me to the laboratory, we can discuss this further."

"If you insist…" The female villain replied with a casual expression.

"Indeed I do." He added with an evil smirk, his expression looking all the more vindictive due to his mutilated face.

The made scientist lead her from the office and into his workspace, the large tubes of green chemicals immediately catching the eye of his visitor. Titania followed after him without commenting on the strange inventions and mysterious experiments going on within. He eventually led her to a computer situated on the furthered end of the room before motioning for her to stop.

Landon activated the terminal and opened several files on the screen, each featuring different mutants documented as being members of the X-Men. Although the knowledge they possessed on the subject was limited, each profile had a picture and a basic description of the mutant's powers. Since the Kingpin's spy network had been crushed along with his empire, they had compiled most of this information from news reports, footage, and the knowledge they had obtained through their contact with the heroes.

She wasn't particularly interested to know, but asked anyway. "So, what's this about?"

"This particular computer contains information on possible mutants you may encounter while completing this task. I believe it would be smart for you to study this information and prepare yourself for the upcoming mission."

Titania remained unimpressed. "There's no way any mutant could possible defeat me."

"I had a feeling you might say something like that." Her host smiled again before clicking open another profile. "Personally I have a particular interest in the mutant shown here." He pointed to the screen with a green, clawed finger. "I am willing to pay an extra fee if you manage to capture this particular one for my experiment."

"You have a grudge against someone?" she questioned with an uncertain look.

Herbert Landon rubbed his hands together with a purely evil expression. "I prefer to think of it as a shared interest. One might say that it's always wonderful to see an old friend…"

Meanwhile…

X-23 darted through the forest like a hunter on the prowl, her eyes narrowing dangerously as she smelled the scent of her enemies in the air. Upon arriving in this jungle-like environment, she had run afoul of some mutants that seemed to have been purposely placed here to attack them. Normally she wasn't so easily irritated, but these enemies had proved rather formidable. To make matters worse, her newfound partner seemed to recognize their new enemy and refused to let her kill either of them.

Now trapped in the woods with a certain yellow-clad mutant, Laura was growing tired of having to fight alongside someone who was clearly much less skilled physically and lacked the will to take the lives of their enemies. She had experienced other types of issues while paired with Wolverine, but at least he was a skilled fighter who understood that there were times when people had to do whatever was necessary for survival.

X-23 had begun to experience the full complication that came with joining a team that thrived on teamwork, while she saw teammates as a nuisance and was more efficient by herself. "Will you hurry up already?" the feral girl snapped over her shoulder.

Jubilee pushed a branch aside as she struggled to follow, only for it to smack her in the face. "Do you have to move so fast?" X-23 ignored her and continued her trek into the jungle, prompting an angry reaction from her partner. "Will you slow down and let me… Whoa!"

The yellow-clad mutant tripped over a root, only to be caught by the female Wolverine. The feral girl winced in annoyance before pushing her partner back into a standing position. "Easy there, you could have misplaced my shoulder."

"You're slowing me down!" X-23 stated bluntly, not even bothering to look back at her unwanted teammate as they tore through the forest. "If you don't stop fussing over every little thing, neither of us will survive this ordeal!"

The Chinese-American girl resisted the urge to roll her eyes. "Sheesh, you're even grumpier than Logan on his worst day. Maybe if you lightened up, we could both get through this alive."

Wolverine's clone froze in her tracks and paused briefly before shooting an angry glare over her shoulder. "Do you think this is a game?" she hissed impatiently before pressing a finger to her lips. "If you don't stay quiet and keep moving, we'll be caught by the enemy!"

"Considering that neither of us knows our way around this place, we could be doomed either way… How do you even know where we're going?"

Before either of them could say anything else, the sound of crunching footsteps sounded behind them, followed by a figure stepping into the clearing. The newcomer was a tall girl garbed in a form-fitting red outfit and stylish black boots. Her face was gaunt with thick red lips and heavily lidded eyes covered in a thick layer of dark mascara, and short dark hair with the lower portion dyed a deep red color. She also wore a long blood-colored coat with a high collar, a black choker with an Egyptian Ankh pendent hanging from the center, and matching earrings.

"Oh crap, the witch girl found us!" Jubilee screamed, her eyes widening in fear.

"Don't just stand there! Get moving!" Laura shoved her teammate away and readied her claws for the fight, a strong killing intent emanating from the feral girl.

Wanda Maximoff raised her hands in the air, causing a chaotic blue energy to engulf the surrounding trees. A loud rumbling filled the forest as the ground began to quake violently as several of the trees uprooted and crashed to the ground. X-23 stood her ground and slashed a falling tree in half second before it struck her, but the glow from before illuminated the broken logs, causing them to fly back towards her partner.

Leaves scattered in all different directions and broken branches and rocks were dangerously flung into the air. Jubilee broke into a run before rolling across the ground and into a nearby ditch, her teammate following shortly after in an attempt to take cover. Seeing that her partner was already on her feet and fleeing the scene, the yellow-clad girl took off into the trees.

They continued running for another minute or so, but a glance over her shoulder told Jubilee that they were still being followed. "Sheesh, does that girl ever give up?"

The Asian mutant fired a several blasts over her shoulder in an attempt to impede their attacker, but the explosive energy changed direction in mid-air, forcing the two girls to dive to safety. The duo tumbled across the ground and down a hill leading deeper into the forest,

X-23 flipped into the air and righted herself mid-way before casting an angry glare at her unwanted teammate. "Did you miss on purpose, or are you trying to kill us?"

"Well, excuse me! At least one of us is trying tying to accomplish something." She crossed her arms indignantly. "Logan said you were tough, but instead all you've been doing is running like a coward."

"I've never fought an enemy with this kind of power before." Laura turned her back to the girl and continued running through the woods, her teammate following closely behind. "The mutant profiles I studied back in HYDRA listed her as the Scarlet Witch, but there wasn't much else. You were a member of this team before me! Can you tell me anything about her?"

"All I know is that she's a member of a group of mutants called the Brotherhood. I never fought them myself, although Scott and Jean once told me that she has some kind of crazy powers that allow her to manipulate probability. She can do almost anything within the realm of possibility!"

Wolverine's clone bit her lower lip in annoyance and said nothing more as they tore through the rows of trees. She had feared the worst when the battle began, but this was beyond her expertise. Despite her vast combat experience, she had never seen someone with these kinds of abilities. If what her teammate said was true, than most conventional methods were bound to fail in this situation. X-23 thought quickly in order to find a solution, using her claws to cut down several of the larger trees as they ran.

Jubilee paused mid-step, looking slightly confused by the display. "What are you doing?"

The feral girl snarled impatience. "I'm trying to delay her pursuit so you can get away! If you weren't around, I could have finished this by now!" she added bluntly.

"Are you calling me a burden?" she asked with an angry expression.

"The only reason I haven't gone back to take her out is because Logan told me to protect my teammates at any cost." X-23 rationalized without answering. Her eyes moved towards the ground for a second as she remembered her promise to Wolverine. "If I didn't have to worry about you getting hurt, this situation wouldn't be so cumbersome."

Jubilee frowned in response to her comment. "Why not take advantage of my powers instead of ignoring them? Instead of trying to protect me, let me help you!"

"I've always had to fend for myself, and my jobs for HYDRA involved precision and stealth. I was rarely forced to partner with others for fear that they would be liabilities. Fighting alongside someone like you would only dull the effectiveness of my skills…" she rationalized calmly.

"Sheesh! You have no idea what it's like to be a team player, do you?" the Chinese girl fumed.

A loud noise stopped Laura from answering the question as the trees she had chopped down earlier came flying in their direction each enveloped by the eerie blow glow that they had witnessed only minutes ago. Jumping in front of her partner protectively, X-23 stood her ground and began slicing through the incoming tree trunks with machine-like precision, easily scattering the cracked bits of wood in different directions with swift movements of her wrists.

"Your movements are sloppy, and reaction time pitiful!" X-23 pointed out intolerantly.

"I could have handled this by myself if you hadn't jumped in!" the yellow clad girl shot back.

Laura looked suddenly angry, her stone-cold gaze settling on the other girl again. "Don't lie to me… You're the reason that the enemy was able to catch us to begin with!"

Jubilee fired up instantly, her outrage growing by the second. "Oh, so suddenly this is all my fault? What about you cutting down all those trees and blowing our cover?"

"You're the one that wasted my time arguing when we should have been planning our attack!"

The two girls looked as if they were about to attack each other when Scarlet Witch entered the scene, her arms raised in an offensive stance. The ground shook violently as she used her powers on the environment, immediately catching the attention of the bickering X-Men. The fallen leaves scattering the forest floor sprung to life and began circling around as if they had been caught in a whirlwind. Several rocks and stones flung into the air and gravitated towards the duo and began pelting the two girl, forcing Jubilee to crouch down and cover her head. X-23 stood up and ran towards their attacker, her enhanced senses rendering the distractions completely worthless.

She tried to unleash her claws for the kill, but the same blue glow from before enveloped her hands, rendering her unable to use her claws. "What the Hell!" she paused mid-step and held up her fists with a shocked expression.

The distraction cost her as a nearby tree came crashing down. X-23 rolled to avoid it, only to stumble into the path of an oncoming rock. The stone struck her in the forehead, pushing her back onto the ground with a loud plop as another tree fell towards her. She shielded held her arms up in an attempt to shield herself from the impact, but a large series of colorful explosions pushed the falling trunk off course so that it landed harmlessly several yards to her left.

Laura felt a tug as her teammate pulled her into a standing position. "Did you just save me?"

"Yup!" Jubilee gave her a friendly smile, her gaze becoming much more serious only seconds later. "Just because you hate me, doesn't mean I'd sit back and watch you get clobbered. That's what teammates are for."

X-23 paused for a second and carefully considered her words. It was true that she could have easily survived the impact due to her adamantium skeleton, but it was intriguing that someone she had treated with open hostility had gone out of their way to save her. The feral girl's thoughts returned to all those times Wolverine had her back, before shifting to the battle with the Juggernaut when the group had fought together to overcome the unstoppable villain's rampage.

Her pattern of thought was quickly disrupted as the battle came back into focus, forcing her to weave around flying debris hexed by the Scarlet Witch's mutant powers. Jubilee defended again by shooting several sparks from her fingertips forming, the bright explosions forming into complex patterns and shapes as they burst into multi-colored lights.

Using the shower of sparks as a cover, they made a dash for the nearest row of trees. They ran for several minutes, taking a moment to rest behind a nearby bush once they had placed a considerable distance between themselves and the enemy. X-23 sniffed the air and scowled, sensing that Wanda was still pursuing them relentlessly and coming closer by the second. Laura peaked out from behind her hiding place, her eyes narrowing as she watched Scarlet Witch search for them in the nearby brush.

Seeing how her own approach had failed so completely, she swallowed her pride. "The enemy hasn't seen us yet… Do you have some kind of plan in mind to take her out?"

Jubilee looked stunned for a second that the stubborn girl had actually requested her opinion, although for a second it looked as though they were both lost for words. "Well, I was thinking the direct approach might be best." She scratched her chin thoughtfully.

"I tried that just now, and it didn't work!" she hissed through grit teeth, looking as though she regretted asking to begin with.

"That's not what I meant… I noticed how my fireworks confused her back there, so maybe there's a chance we can throw her off balance by attacking at the same time."

X-23 let out a small sigh before reluctantly agreeing. "What do you intend to do?"

"I saw how you handled yourself before, so just jump out there and do your stuff once she's gets close enough. Let me take care of the rest!"

"You failed to explain how doing this would produce different results than before."

"Just trust me!" Jubilee slapped a hand onto her shoulder with a friendly smile, causing Laura to step away with an irritated look. The other girl noticed this response and quickly tried to remedy the situation. "All right, it's like this… I need you to keep her distracted so I can catch her off guard. Once that happens, taking her down should be a cinch."

The feral girl hesitated again, but the sound of the enemy's footsteps helped her make up her mind quickly. Laura nodded as she drew herself up to her full height. "Since we have few other options, I will trust in your plans." Her harsh expression suddenly intensified. "Do not fail me!"

Her partner flinched slightly under the scrutinizing gaze before returning her gesture. "I wouldn't dream of it."

Without so much as a backwards glance, X-23 vaulted over the rock they were hiding behind and sprung towards the Scarlet Witch. Upon seeing her, Wanda used her powers of probability to warp the environment, sending more objects flying towards the attacking mutant with renewed vigor. Laura dodged and jumped to avoid being struck by the flying debris, barely avoiding a large tree branch that came inches from crushing her into the ground.

The Weapon X mutant used the claws in her hand to clear away the branch blocking her path to the enemy, but the red-clad mutant countered with a series of hexes, causing her claws to retract into her fists while toppling a particularly large tree. Unable to move out of the way in time, Laura spun her leg in a kicking motion, using the hidden claw in her left foot to slice the falling trunk in two as she somersaulted into the air and within striking distance of the enemy.

Scarlet Witch jumped back to avoid being beheaded by the feral girl's blades, zapping her with a hex that caused her to trip mid-step. "Die!" she screamed wildly, her eyes blazing with fury.

"You first!" the clawed hero retaliated. X-23 proved to be the more skilled of the two combatants despite the enemy's probability changing powers and quickly righted herself mid-fall, making certain to dodge more falling branches that descended from the forest's canopy.

Laura glanced around at the surrounding rows of trees, her well-trained eyes catching sight of a series of orbs of light moving towards them from all directions. Seeing that her partner's plans were finally coming into play, she allowed herself to be caught by one of the hexes, falling face-first onto the forest floor. Fully knowing what was about to happen, X-23 covered her head with her hands as the colored plasmoids exploded in her opponent's face.

Caught off guard by the flashes of light, Wanda lost control of her powers long enough for the enemy to make their move. The Weapon X mutant pushed her hands against the ground for support and performed a sweeping kick, knocking the enemy's legs right out from underneath her. Magneto's daughter fell backwards with a cry of pain, hitting her head against a rock as her back finally hit the ground.

"Hmmm…" X-23 bent over and observed the unconscious girl to make sure she was knocked out, when familiar footsteps diverted her focus again.

Jubilee stepped into the clearing with a smile, pumping her fist into the air and leaping up and down. "Oh yeah, now that's what I call teamwork." Upon noticing the odd expression her partner was giving her, the yellow-clad girl awkwardly ran a hand through her messy hair. "Who'd have thought that my plan would actually work?"

Laura let out the tiniest of groans, clearly disapproving of the other mutant's less focused demeanor. "Don't relax yet… We still need to finish off the enemy!"

"Now just hold on a second! The Brotherhood guys might be jerks, but they wouldn't normally try to kill us like she did just now." she argued, quickly stepping between her partner and the enemy's unconscious form. "I'm willing to bet that Mojo guy forced her to fight us."

"Does it matter? She's a threat to us as long as she's alive." X-23 retorted, the claws on her right knuckle sliding into place as she spoke.

The yellow-clad girl folded her arms, refusing to back down. "I don't know how you were brought up, but where I come from, it's not right to kill without any real justification, especially when we don't even know all the full circumstances."

Wolverine's clone froze for a second as she thought of her own childhood, knowing full well that the person she was talking to could never understand. However, it also made her think of all the times Logan had explained to her why it was important not to use lethal force when it wasn't necessary. Although he often felt the temptation to do so, Wolverine explained it as a distinction between what makes someone a man or an animal. Granted he wasn't the best at explaining these kinds of things, but she had understood the basic concept well.

"Fine, have it your way." she blurted out with an irate expression. After taking a deep breath, Laura retracted her claws and reluctantly stepped away from Wanda's limp body. She turned to her partner again. "You seem to forget that we're in the middle of enemy territory. Worrying about your enemies at times like these is dangerous."

"It's better than having someone's blood on your hands." Jubilee added in.

X-23 ears twitched as she heard shuffling in the nearby clearing, prompting her to sniff the surrounding air. She detected two familiar scents and one unfamiliar scent, but even recognizing who was coming did little to settle her nerves. The Weapon X mutant realized that Jubilee might have been right about their attacker being brainwashed and quickly took a fighting stance in case the newcomers posed a threat. Her teammate seemed to notice the noise too and raised her hands up as if she were about to use her powers.

"Hiyah!" Laura took to the offensive and plunged headfirst through the bush, prompting her partner to do the same.

Nightcrawler held up his hands defensively and screamed while Avalanche stepped protectively in front of Shadowcat as the animalistic killer landed in front of them. Jubilee ran into the clearing moments later with a shocked expression plastered on her face. The two groups glanced at each other with wide-eyes, both remaining silent for several seconds as if daring the other to make the first move. Kurt was the first to recover.

"So, you guys are here too?" the blue-skinned mutant asked with a nervous look.

"Of course we're here! Did you think we were a hallucination or something?" Jubilee shot back.

Kitty exhaled wearily before forcing a smile. "Well, at least we're together now."

"Hey guys… Could you call off this chick before she starts poking holes in my face?" The group quickly diverted their focus towards Lance Alvers. The tremor inducing mutant was standing perfectly still with X-23's claws only inches from his face. The other X-Men waved their hands dismissively, prompting Laura to lower her arms and step away.

Avalanche shuffled over so that he was sanding beside Kitty, still looking slightly shaken by the near death experience. "Sheesh, who's is that girl? She's got powers just like Wolverine."

Shadowcat leaned in before whispering in his ear. "Don't ask… It's a really long story."

The Asian American watched them converse, but she was more focused on the severity of their current situation. "I know you guys are all happy to see each other, but what's Lance doing with you and Kurt?"

"That Mojo freakazoid brainwashed him to attack us." The intangible girl explained.

Kurt shrugged with a similar look. "It took some effort, but we managed to snap him out of it."

"Wanda also attacked us just now… I doubt this is a coincidence." Jubilee added.

"Hell no!" Avalanche replied with a nasty grimace. "That giant blob monster who trapped us here kidnapped the Brotherhood and used some kind of mind control things on us. He forced us to fight each other and must've turned us loose to take care of you guys."

"That guy makes me sick!" Kitty made a retching gesture with her finger, a subtle hint of anger appearing on her normally calm face. "Mojo is more of a monster than anyone we've ever fought before. All he wants to do is watch people kill each other for his own amusement."

Her former love interest grit his teeth angrily, his face betraying a much harsher expression than hers. "When I get my hands on that creep, he's so dead!"

"I've never met someone with so little regard for life before." Jubilee agreed.

Realizing that the conversation was quickly going off course, Kurt waved his arms to get their attention. "Just wait a second you guys!" he turned to the yellow-clad girl standing to his side. "Weren't you just saying that you saw Wanda in the woods?"

"Yeah, we had just knocked her out before running into you guys. I had to stop Laura from getting carried away or else she might have done something we all would've regretted."

As if on cue, X-23 walked back into the clearing carrying the red-clad form of her defeated opponent. Upon hearing the truth from Avalanche, she had quickly returned to the battlefield and retrieved the enemy's body. Ironically her softhearted partner had been right to suggest that their opponent had not been in full control of her actions, and Laura decided on her own to handle the situation. Everyone's eyes settled on them as the girl laid her defeated adversary onto the ground, resting her head on a soft patch of leaves.

Kitty Pryde fell to her knees beside the motionless mutant, gently pressing a finger to her wrist to feel her pulse. "Phew, looks like she's only knocked out."

Lance joined her. "Glad to see you X-Men don't hold a grudge against us Brotherhood guys."

"Well unlike some people, Wanda didn't chicken out when I asked her to help against Magneto."

"Still steamed? Why am I not surprised?" Her ex-boyfriend scratched his neck nervously. "Give us some credit… A least the rest of us showed up for the final round."

Nightcrawler nudged them urgently, his yellow eyes widening in surprise as he caught sight of a metallic ring strapped to the girl's wrist. "Hey Kitty, it looks like she's wearing one of those mind control things just like Avalanche was when we found him."

"So that's how they were controlling her." Jubilee mused with a distasteful expression.

Without so much as a warning, X-23 stepped forward, pushing her way past the group of mutants. She slashed the mechanized cuff on Wanda's wrist with her claws, shattering the mind-control device to pieces without harming the girl. The device let out a few sparks and flashed dangerously as she sniffed it, prompting the animalistic mutant to toss it as far as she could.

"Hey, she's waking up!" Kurt pointed a three fingers hand at Wanda, prompting everyone to divert their focus to the unconscious girl.

Scarlet Witch stirred for a second, her eyelids fluttering open in shock and surprise. Seeing the blue-furred face only a few feet from her own, she jumped up and blasted Nightcrawler into the air with one of her jinxes, causing him to land in nearby bush. She bolted upright with a hostile look, her explosive anger causing several random objects to pelt the people standing around her.

The others managed to avoid being struck, but a stray stone smacked into Avalanche's helmet, leaving a nasty crack on the surface.

Shadowcat seized her by the wrists, looking directly into Wanda's frightened eyes. "Easy there, you're with friends now."

"Kitty! Is that you?" The red-clad girl shook her off before giving her head a shake to clear it.

"Um hmmm… A bunch of my friends were kidnapped and brought here too." the intangible mutant replied with a calm expression, gently stepping back and gesturing to the others.

Magneto's daughter rubbed her temples as the world came back into focus. She looked around at the surrounding mutants, but didn't recognize everyone. Wanda had never really spoke to most of the younger X-Men, so this was no surprise to her, although the serious-looking girl who seemed to be standing away from the group with her arms crossed was completely unfamiliar. She almost fell over again as Nightcrawler reappeared in a crack of sulfur and smoke.

Shadowcat walked over and helped the other girl stand up, gently supporting her by the arm as she tried to get comfortable. "Easy does it… Looks like you really took a beating back there."

"Ouch, I feel like someone just hit me in the head with a boulder." Scarlet Witch rubbed the bump she felt from her fall. "The last thing I remember, we were captured and experimented on by that talking blob. Anyone care to explain top me what's going on?"

Lance took his teammate by the other arm in a rare attempt to be a gentleman. "That creep used some kind of control collars on us and forced us to attack the X-Men. Blue-boy and Kitty helped snap me out of it just before we ran into some of the others and found you."

"The important thing is that you're back to normal." Kitty reassured with a gentle expression. "I have to say, this probably wasn't what our host had planned."

Wanda glanced over at the institute's students pensively. "Speaking of which, do you guys know where we are, or what that monster was planning when he abducted us?"

"He calls himself Mojo, although I honestly don't have any idea what he is. From the sound of it, he explained more to us than he did to you guys." Katherine Pryde scratched her chin and eyed the Brotherhood members. "Maybe he only tells the full details to the actual players?"

"What on Earth are you talking about now?" Magneto's daughter blurt out impatiently.

"From what he told us, this is all some kind of twisted game." Nightcrawler added with a shrug.

When she didn't respond right away, Kitty decided to elaborate. "From what we were told, this place is actually a world separate from Earth. It seems that he kidnaps people and forces them to fight to the death to entertain the people of this twisted dimension. It's just like Kurt said."

"So, that's the case…" Wanda hissed through grit teeth. Despite the pains and aches she still retained from the previous battle, she stumbled forward and clenched her fists with a sense of blind fury. "That insolent worm will pay dearly for this!"

"You said it, sister!" a new voice rang out. Although the deep tone was familiar, any question of who were quickly answered.

The giant form of Fred Dukes stomped into their midst, his bulk almost concealing the presence of his more diminutive teammates. Quicksilver and Toad stepped out from behind him, closely followed by Storm and Iceman. Although X-23 considered striking out at the newcomers, the ivory-haired weather witch moved to the head of the second group and raised her hand to stop anyone from making any hasty moves.

"So there you guys are? We were worried sick!" Jubilee ran over to her teammates with a relieved expression, instinctively taking a step back away from the remaining Brotherhood members. "You guys are all normal, right?"

"Well people say most folks shower more than once a month, both I guess you could say I…"

"Shut up, Toad! No one cares about your lousy hygiene." Blob smacked him upside the head.

Lance exhaled deeply and shook his head with mild embarrassment. "Yup, it's them alright."

"Don't worry, weather woman and snowface over there beat the sense back into us a few miles back." Quicksilver flicker a thumb towards the two elemental mutants. "Although, it was still pretty freaky waking up in the middle of the woods without any idea where we were. They also filled us in on what's going on."

The obese mutant slammed his fists together before cracking his knuckles. "I still can't believe we let ourselves get caught by these losers! When I get my hands on this Mojo creep, I'm gonna rip his arms out of their sockets and beat him to death with them!"

Bobby laughed at the image before joining in. "Not if I put him on ice first!"

"Can't let you guys can't have all the fun, can I" Jubilee held up her gloved hand, causing small sparks to appear between her fingers. "A few of my fireworks oughta wipe that creepy smile off his ugly mug."

"Yo, I don't see why we all can't take turns kicking his sorry butt!" Toad added with a shrug.

"Enough wasting time! X-23 snapped, her silence up until now causing everyone to direct their attention onto her. She sighed and leaned against a nearby tree, her gaze hardening as she eyed the group. "What you people don't seem to get is that we currently have no idea how to get out of this place, nor do we even know where we are."

A faint murmur came from the assembled mutants as they realized she was correct, although it was Storm who spoke out first. "She's absolutely right… Our teams may have survived this trial, but we have no idea where Mojo is or how to escape from his games."

"So what? Are you suggesting we just stay here and do nothing?" Wanda interjected fiercely.

"There's gotta be some way out of this place, and even if there isn't, that doesn't mean we shouldn't go looking for one!" Lance concurred.

Kitty nodded in agreement before turning to the sole adult of their team. "He's actually got a good point. What do you think we should do, Storm?"

The ivory-haired woman fell silent as she considered the options, silently weighing them in her mind as the others watched. Upon realizing that all eyes were on her, she guessed that they all shared the same opinion, but decided to make sure.

"We'll put this situation to a vote." Storm began with a no-nonsense tone. "Should we find a place to rest, or shall we continue searching the area for a way to escape."

Scarlet Witch clenched her fists. "I don't care what the rest of you do, but I'd sooner die than sit here and wait for that spineless monster to do something else!"

Toad wrapped his arms around hers affectionately. "If my baby-cakes is heading out into the jungle, than I'm coming along too."

"Get off me!" she tore her arm out of his grip and zapped the amphibious mutant with her powers, launching him into the air and into the branches of the nearest tree. Toad thrashed around tangled in the vines with his arms and legs stuck in the foliage. He began muttering pleas for help, but the group purposely ignored him.

"What about the rest of you?" Storm turned to the others for answers.

Kurt panicked at the thought. "Who's to say he's finished with us yet? With our luck he probably has another sick game planned!"

"I don't think it matters either way, so we should at least come up with a plan in the meantime. I'm in no matter what you guys decide to do!" Jubilee added.

"We all agree too!" Kitty replied, having quickly discussed the issue with the remainder of the Brotherhood.

Bobby rested his hands on the back of his head and leaned back ever so slightly. "No arguments here. Looks like it's pretty much unanimous!"

"Very well then." The weather witch decided. "Since the majority believes we should continue on, then there will be no need for further discussion."

With a few quick exchanges, the mutants quickly set off with Blob standing in front, his large size and bulk making it easy to clear a path through the woods. The others walked behind him with caution, Toad and Nightcrawler using their acrobatic skills to keep an eye out for danger from the safety of the trees.

X-23 brought up the rear, her expression serious as usual. She had purposely decided not to vote earlier based on the fact that neither choice was better than the other due to the desperation of their situation. Using her enhanced senses, she glanced around and sniffed the air with a sense of paranoia. Although things were calm now, the Weapon X clone knew from experience that it would only take seconds for another catastrophe to break out, and because of this she wanted to be prepared.

Unbeknownst to the group, they were being watched every step of the way by the viewers and their unwanted host. Mojo watched them from the safety of his monitor room, his smile widening as he shoved another handful of grub-like creatures into his mouth. A large glob of mucus-like drool dripped down the side of his gigantic stomach, but he did nothing to remedy this. The doors opened behind him, revealing the multi-limbed form of his most faithful servant.

"It would appear that Phase 1 did not go as you planned." She explained monotonously.

"Come now Spiral, don't be a part pooper!" Mojo mumbled through a mouthful of food, his prey squealing as he bit into their crunchy bodies. He savored the flavor before swallowing, the juices slowly running down his chin. "It's just one of the things that makes live-action entertainment so much more entertaining!"

"Be that as it may, the subjects are still alive and searching for a way to escape."

The spineless monster cackled like a madman, his red-eyes bulging slightly in excitement. "So what if they didn't kill each other in the first round, it just prolongs the fun and saves me the trouble of having to find more players for the games! These mutants are proving to be a much more valuable commodity than even I envisioned!"

Spiral was much less amused than her master. "What if they manage to find their way into the control room or the stands? Do you have any idea what will happen then?"

"You worry too much, and besides… It's not like they could simply leave my little enclosure unless I chose to allow it! There is no escape once you become a star in Mojovision!"

The spider-like legs supporting Mojo's considerable bulk carried him over to the largest monitor where he quickly accessed the master controls. His mind had come up with a new idea to entertain the masses, and his people would not be denied their daily dose of carnage. Snapping his knuckles dramatically, the monstrosity pressed a few buttons on the keyboard and punched in a series of codes into the computer. If things went as planned this time, it was certain to be his best show yet.

Spiral glanced over at the screen, her eyes widening slightly. "Normally you prefer to prolong the suffering of your players, and yet it would seem you've arranged for a quick demise."

"Normally that would be the case, but something tells me that these particular humans are gonna put up a Hell of a show no matter what type of challenge I present to them! This will be the greatest performance of their lives!" The evil producer threw his flabby arms in the air in a grandiose display, his face contorting into a much more sinister grin as he lowered them. "And coincidentally, their last…"

Meanwhile…

It had been several hours by the time Forge had finished the adjustments on his transporter. Since he hadn't had the time to design an entirely new model, the resident genius had returned home to retrieve one of his older ones. Since it was much newer than the one he had invented several decades ago, he had chosen the module they had used to banish the monsters from Kurt's portals back into their own dimension. It took some work, but he had managed to change it so that the machine could also open doorways into other worlds.

Although the students were back at the mansion with Scott and Jean, the remainder of the staff had assembled in the woods behind the institute where the others had disappeared earlier that day. It was past midnight, forcing the mutants to carry lanterns into the forest just to see where they were going. Forge stood at the lead of the group, alongside Beast and Professor X. Colossus and Gambit followed with Wolverine taking up the rear.

"How much longer will it be before you can activate the device?" the telepath questioned.

Forge glanced at the screen of his remote-control device before answering. "We should be arriving momentarily, so there's really no need to worry quite yet."

"A bunch of our teammates just got kidnapped and sent to another dimension and you're saying there's nothing to worry about." Logan snorted with a grimace. "Are you crazy, bub?"

The mutant inventor scratched his chain as if he were considering the notion. "That's actually a pretty good question… Well, I suppose it really depends on who you ask?"

Beast glanced over at the Weapon X mutant's poisoned expression and laughed quietly before addressing their new companion. "I believe that was a rhetorical question. In such cases it is better not to give an answer."

"It's more fun to see someone's expression when you do." The genius boy replied with a smirk.

Wolverine scowled. "We don't have time for screwing around! Just use that machine and bring back the others."

The Cajun card shark let out an ill-sounding chuckle. "Y'know… Speaking of which, I was just wondering why we have to be out here? Can't you use that ray-gun back at the mansion?"

"I'm glad you asked." Forge replied in a matter-of-fact way, his eyes returning to the device in his hand. "We are currently tracking the energy signature left behind by whatever type of dimensional anomaly the kidnappers used to transport your friends. I figured it would be best if we were closer to the signal when I activate the machine in order to maximize its efficiency."

This answer seemed to satisfy the others as they continued on the path through the woods, following the directions given to them by Forge without complaint. After several more minutes of hiking through the overgrowth, they entered a large clearing that appeared to have been damaged by a recent battle. Beast had investigated the same location several hours earlier while searching for the lost students, but in the dead of night the scene had been much harder to locate.

"Looks like this is the place… We're here." Forge replied as he turned to face the group.

Wolverine bent over and sniffed the ground, his eyes moving towards the damaged trees and footprints left behind by the struggle. "Yup, they were definitely here." He paused and turned to the genius. "You should have let me track the scents. We would have arrived a lot faster."

"According to my scans of this vicinity, there are several different locations where dimensional anomalies were opened within about five square miles. I believe you specifically mentioned that the students were in different places when they kidnapped." He began.

"So, what's your point?" the feral mutant questioned with an irritated grunt.

Forge pressed another button on his handheld device to double check the data before answering. "You might have led us to the closest source of several, but my device brought us to the place where the energy signature was strongest. It is important that the readings we receive are as accurate as possible for this procedure to be a success."

"Let's get to work immediately, shall we?" Xavier spoke out with an urgent note.

"Right you are!" the mutant inventor replied. Clapping his hands together, he signaled for Colossus to set down the device he was carrying.

The Russian mutant placed a familiar-looking ray-gun on the ground beside Forge while Beast opened the pack on his back and began setting up a small computer terminal they had carried over from the mansion. Gambit and Wolverine placed the lanterns they had been carrying on the ground on opposite sides of the clearing, using the buttons on the side to increase the brightness so that it enveloped the small area.

Once they had finished setting up the makeshift site, Forge used a series of cables to connect his dimensional transporter to Beast's computer. Once he had made the necessary connections, the super genius placed a disk into the side of the laptop and took a few minutes to install a program that would enable the computer to transmit and interpret data from his own machines. Using a third wire, he connected the remote-sized device from earlier in the second jack on the side of the computer and placed it on the small table that Hank had set down.

"Looks like everything's working perfectly!" the inventor replied with a quick thumbs-up.

Professor Xavier watched with interest, his eyes gravitating towards the screen. "Impressive, but what do you plan to do now that your devices have been set up."

His fingers danced across the keyboard with such fluidity that it looked like he was playing the piano, and his eyes never left the monitor for a second. "I'm using my tracking device to detect the signal left behind by the dimensional rift that was opened at this location." Forge explained.

"Very impressive…" Hank McCoy commented with a look of amusement.

Gambit leaned against his fighting stick with a lazy expression, his eyes swiveling towards the three men huddled around the computer. "So, what are you guys going on about now?"

Beast glanced over his shoulder at the explosive mutant. "By making his devices adaptable to common computers, Forge is able to transmit data between different machines while using the computer to more closely refine and inspect certain bits of information."

"Sounds… complicated." The Cajun mutant raised an eyebrow with his carefree expression.

"Hardly." Forge shook his head, not even sparing a glance back the others as he continued his work. A small smile appeared on his lips as he placed his finger on the touch-pad, clicking the okay button on screen. "And… … Looks like I'm just about… Done!"

"That was quick!" Logan commented with a slightly skeptical look. "Hope you didn't mess this one up the same way you did to Kurt awhile back."

The mutant inventor flushed slightly at the memory of the incident, his thought briefly returning to the monsters that attacked Bayville High. "Don't worry about it. I've managed to debug the system since last time, so in theory it should be much safer. I'm 99.99% sure that the system will work perfectly this time."

"For some reason that doesn't make me feel better." Wolverine added with a weary expression.

"Just trust me!" Forge answered reassuringly, his expression wavering for a second. "If there's one thing I learned through tinkering with machines, it's that nothing is completely certain. According to my calculations, there's a higher probability that the average person would die in a car accident, then there is that this new module will cause any more problems."

Gambit stepped forward with an enigmatic half-smile. "Well what're we waiting for? If we're gonna do this thing, then let's just get it over with!"

Charles Xavier nodded. "It is very possible that the others were taken someplace dangerous by nefarious individuals. We should proceed with caution under the very likely circumstances that this is indeed the case."

"So are you guys ready for this?" Forge picked up the ray gun by the two handles on the back.

When no one objected, her pressed the buttons on the side with his thumbs, causing the machine to release a stream of bright energy that twisted itself into the shape of a vortex. The X-Men watched the spinning energies with a sense of mingled curiosity and surprise, although it was hardly strange for them considering all of the things that the mutants endured on a daily basis. Logan stepped forward to touch the portal only to be stopped mid-step by Forge.

"Wait a minute, before doing anything else we should first decide who goes and who stays behind to keep an eye on things here." The inventor proposed tactfully.

Wolverine took less than a second to decide. "I'm definitely going in. You're gonna need me in case we have to track them down."

Professor Xavier glanced around at his assembled team silently wishing Cyclops and Jean had come with them. Although at the same time he feared for the safety of his remaining students and knew that it had been the right decision to keep them on watch duty back at the mansion. The telepath sized up their current use of manpower, although he wasn't surprised when the former Acolytes both stepped forward.

"It would be my honor to help save our comrades." Colossus agreed with a respectful salute.

Gambit twirled his staff between his fingers with a nonchalant expression. "I'm pretty good at dealing with the rough stuff." he paused for a second before hiding his weapon away in his jacket. "Plus you're gonna need someone who can adapt to tough situations and prepare for anything. Count me in too!"

"You can count on me to help out in any way I can." Beast rationalized calmly.

The professor folded his hands in his lap and nodded. "Bearing that in mind, it might be a better idea if you stay behind with us. We may require your help here in case something goes wrong."

"That's actually not a bad idea." Forge concurred before looking up at the others.

"So now that we got all the details hammered out, let's get going!" Wolverine said impatiently. They began walking towards the portal, only for the scientist to stop them a second time. "What do you want now, kid?"

The mutant genius stopped them by holding out his arm before shuffling over the backpack he had given Beast to carry. He rummaged through several different items before finding what he needed. Running back to Logan, Forge handed a cellular phone-sized object to him resembling a small walkie-talkie, only with a small screen on the surface. Although it wasn't clear what he was doing at first, the inventor quickly pulled out a second device almost identical the first and pocketed his own.

"These communicators I rigged up last year after my last big experiment should enable you to talk to is even across different planes of existence."

"Have you tested these before?" Professor Xavier questioned with a look of concern.

"No sweat!" Forge tried to reassure the others. "I transferred the first prototype into the pocket dimension at Bayville High and managed to get a signal to it while using the second prototype. I haven't learned to account for the variation of different dimensions that exist across the space-time continuum, although if the basic principles are the same, we shouldn't have any problems establishing two-way communication."

Wolverine placed the machine in the back pocket of his pants while Forge returned to his position behind the computer before addressing the soon-to-be inter-dimensional travelers.

"Whatever you do, don't lose that device! It allows me to track you location be transmitting a signal directly to my machines. We need this to determine you exact location! I will contact you approximately thirty seconds following your entry to confirm your safety."

"All right, if we're done with all the formalities, let's get this show on the road!" Logan called out to the others.

"Age before beauty." Gambit gestured forward with a sarcastic smirk, eliciting a small scowl from the feral mutant.

Professor Xavier waved them off with a stern but genuine expression. "I wish you all good luck!"

Wolverine jumped through the swirling energies and disappeared in a flash, causing the other two to hesitate slightly. Colossus swallowed the lump that had begun to form in his throat and jumped in closely after him, with Gambit waving casually before following his teammates. Once the three men had vanished into the void, the remaining mutants exchanged nervous glances with each other, all three looking slightly anxious due to the current situation. At this point, they knew that anything could happen.

Note to Readers: As usual I'm sorry for any typos or errors in spelling or grammar, but I typically write this late it night. Doesn't seem like much interesting happened in this chapter, except the introduction of another character. I'm dying to get this story arc over with and onto the next two, which actually relate to the main plot. Mojo is simply an annoyance right now and doesn't relate Magneto or HYDRA in any way.

My motivation to write seems to have hit an all-time low. A big thanks to anyone who reviewed the last chapter, and to whoever's still reading this story. Until next time, please **REVIEW**! I tend to be more motivated to write if I get some good feedback. If you loved or hated something, have any critiques to make, guesses as to what is about to happen, or even suggestions, I'll gladly take them.


End file.
